Across Space and Time
by Heartlocket1004
Summary: Lilian Tyler is visiting her aunt Jackie for Christmas, following her cousin Rose's disappearance, when something strange happens. A strange wheezing noise that has Jackie flying out of the flat. From there, Lily's life is turned upside down as the man everyone calls 'the Doctor' enters her life. Follow her travels and what happens when she realizes she might... be in love. 10xOC
1. 1-1 The Christmas Invasion

* Disclaimer: I do not own Doctor Who or any of it's characters. I only own my own OC and added parts to the original plot. Story contains spoilers.

"Aunt Jackie?"

Lily opened her room door, pulling her long brown hair up into a bun, noting the Christmas decorations hanging all over the apartment. Aunt Jackie had been busy decorating the whole place, saying how she was going to have everything perfect for when Rose came home. Lily had never really understood what she meant exactly, since Jackie and Rose's boyfriend Mickey had never exactly told her where Rose had gone and why it seemed to be uncertain when she'd return. All she knew was that Rose had disappeared, and if Aunt Jackie was to be believed it was some doctor's fault. Mickey had confided in Lily that Rose had left to help this doctor but that she might not come back, and warned her to be ready to comfort Jackie if it came to that.

"Aunt Jackie?" She called again.

"In here, sweetheart." Jackie's voice sounded from the lounge and Lily wandered in, spotting the decorated white Christmas tree in the corner and the present Jackie was holding in her hands, with the label: "To Rose, Lots of Love Mum."

"What's the matter? Do you need anything?" Jackie asked, and Lily gave a small smile, hearing the forced cheer behind Jackie's voice. "I was just going to brew some tea, and I was wondering if you wanted some too." Lily said quietly. "Some tea would be lovely, thanks sweetheart." Jackie sighed.

"Aunt Jackie…" Lily moved next to her aunt, hugging her. "I'm sure Rose is fine, wherever she is. She's a strong girl, and she'll be back home before you know it." Lily encouraged. Jackie laughed, shaking her head. But before she could respond, Lily heard the most curious noise coming from outside. It sounded like a wheezing whooping sound, and Lily wondered if she was going crazy when Jackie stiffened. Before Lily could ask her what was wrong, Jackie gasped: "Rose!" and went dashing out the apartment. Lily followed immediately, confused as to what on earth the sound could have to do with Rose.

Outside, Jackie was looking around and up into the sky (Why the sky? Lily wondered) when Lily spotted Mickey running towards them from the opposite end of the street. "Mickey!" She called, and Jackie started running towards him also calling his name.

"Lily!" He called back and went rushing towards Jackie, saying: "Jackie, it's the Tardis." "The what?" Lily asked as Jackie cried: "I know! I know! I heard it! She's alive, Mickey! I said so, didn't I? She's alive!" "What do you mean, 'She's alive'?" Lily asked alarmed. "Why wouldn't she be alive!?" "Just shut up a minute!" Mickey shushed her and Jackie, both of them looking upwards and around desperately for the source of the wheezing. Lily looked around too, wondering what on earth was going on as Jackie asked: "Well, where is it, then?"

At that moment, there was a crackle as an electric pulse occurring in the sky right behind them and Lily's jaw dropped as a blue police phone box came flying out of thin air. She and Jackie gasped as the box slammed into a nearby building before they all screamed as it careened violently and almost took their heads off as it flew over their heads. Lily screamed as the box almost collided with a van driving down the road, before it veered again, crashing into several buildings before eventually tumbling around the corner and coming to an abrupt halt.

Lily, Jackie and Mickey ran towards the box, Lily arriving first as she had been closest. Just as she turned the corner, the door flew open and a tall man in a leather jacket, who looked in his early thirties popped his head out. He looked about six feet, given that he was a little over a head taller than Lily who stood at about five foot six.

"Here we are, then. London, Earth, the Solar System, I did it!" He yelled rather breathlessly as he stumbled out, the door creaking shut behind him. He turned and spotted a flabbergasted Lily. "Who are you, then?" He asked curiously, inspecting her with dark brown eyes. "Lily…" Lily answered slowly just as Jackie and Mickey arrived.

"Jackie, Mickey! Blimey!" The strange man cried. "No, no, no, no. Hold on. Wait there, what was I gonna say?" He panted as he stumbled around. "There was something I had to tell you, something important. What was it? No, hold on. Hold on. Sh, sh, sh, sh!" He mumbled as he grasped their shoulders. Lily watched this erratic behavior with wide eyes, just as the man cried out euphorically. "Oh! I know!" He looked between them excitedly and said rather breathlessly "Merry Christmas!" before suddenly collapsing. Lily gasped and she and Jackie rushed worriedly towards the man as Mickey caught the man and gently lay him down on the ground. At that moment, the door to the police phone box creaked open and Lily looked up startled to find she was staring at her cousin.

"Lily?" Rose asked incredulously as said girl blinked in surprise before she noticed the unconscious man on the ground beside her teenage cousin. "What happened? Is he all right?" She asked as she knelt down beside them. "I don't know, he just keeled over." Mickey stammered as all of them looked down at the man worriedly. "But who is he? Where's the doctor?" Mickey asked as Lily looked at him confused. "What doctor?" Rose answered Mickey, ignoring Lily's question. "That's him. Right in front of you. That's the doctor."

"What doctor?" Lily repeated, as Jackie asked confused: "What do you mean, 'That's the doctor'?" As Rose opened her mouth, Lily asked exasperated: "Doctor who?!"

Rose looked at her, and Lily noticed how sad her cousin looked. "I don't think I know anymore." She said softly. They all looked back down at the man, and it was then that Lily noticed that the man's clothes seemed to be ill-fitting. Both the leather jacket and the shirt were too baggy for the thin man's frame, and his pants also looked loose on him. It was as though he had borrowed the wardrobe of another man. Lily was interrupted out of her thoughts as Rose sighed and said: "Come on, help me carry him upstairs."

Between Rose, Lily and Mickey, they managed to haul the man up and carried him into Jackie's apartment while Jackie rushed ahead, clearing their paths and opening doors. They finally lay him gently down in the spare room Lily was staying in. Lily groaned as she stretched her arms, the man was heavier than he looked. "Right, I'll call 911." Jackie declared, moving towards the landline.

"No." Rose murmured, staring down at the man. "What?" Jackie asked. "No, we can't take him to a hospital, it'll attract too much attention and they wouldn't be able to help him anyways. Just get me something to examine him with" Rose muttered. Lily looked over at Rose, and noticed how her cousin was staring at the man like a lost child, while Mickey was staring at Rose with an unreadable expression. Lily sighed quietly as she felt the tension in the room continue to thicken, before jolting Rose and Mickey out of their thoughts by remarking softly: "We should get him into pajamas or something comfortable so he can rest better." Rose nodded thoughtfully and Lily turned to Jackie standing in the doorway.

Together they rummaged in Jackie's room, getting Howard's jammies and dressing gown. Mickey helped Rose change the man, whom everyone seemed to be calling "the doctor", and soon he was resting peacefully in the bed. While that was going on, Lily began to make everyone some hot, calming tea and Jackie ran over to Tina's to borrow a stethoscope from her medical school lodger. Rose stayed sitting beside the doctor while Mickey stumped glumly into the lounge and sat down on the couch. Just as Lily was pouring out the tea into mugs, she heard the door slam again, signaling Jackie's return. Lily placed all the mugs on a tray, carrying them towards her room. She stopped on the way to give Mickey one, which he accepted with a murmur of thanks, and then peered into the room to see Rose placing the stethoscope… on the right side of the man's chest.

"Both working." She declared with some relief, causing Lily to furrow her brows in confusion. She wasn't the only one, Jackie frowned at Rose as she asked: "What do you mean 'both'?"

"Well, he's got two hearts." Rose answered as if it was obvious and Lily stared at her cousin, wondering if she had hit her head when she hadn't been looking. Then again, she had arrived in a flying blue box, so Lily supposed anything was possible at this point. Jackie clearly hadn't reached this conclusion as she scoffed at her daughter. "Oh, don't be stupid." "He has." Rose defended as she got up off the bed, and gave a small grateful smile as Lily handed her a mug of steaming tea.

"Anything else he's got two of?" Jackie asked apprehensively, and Rose turned in exasperation and exclaimed "Leave him alone" before going down the hall. Jackie followed quietly and took the offered mug from Lily with a quiet "Thanks sweetheart." She paused and looked back at the man uncertainly. "I'll stay and keep an eye on him." Lily said quietly, and Jackie nodded gratefully. Truth be told, Lily was also worried about both this man and Rose, but she knew Jackie would want to check on her daughter. Lily stepped in, grabbed a book off the bedside table, set the tray down in its place and sat on the floor by the door.

She stared at the man, taking in his features. He had brown hair that was sort of windswept up and out of his face, and sideburns down the sides of his thin face. Lily thought back to Rose's statement, how he had two hearts. She looked back at the man and remembered his eyes, recalling how dark and impossibly old his eyes had been. Did that then mean he wasn't as human as he seemed? At that moment, the man gave a slight sigh, releasing a wisp of gold light. Lily gapped in amazement, as the golden particles slipped out the crack in the window. _Ok, definitely not human_. She thought as she glanced between the man and the window. She watched to see if anything else happened, but as he just continued to lie there peacefully, she settled down to sip her tea and read her book.

Sometime later, Mickey came by, asking how she was. Lily glanced at the strange man in her bed, before murmuring she was alright. Mickey came in and slid down to sit beside her. "Come on," he said, "What's going through that head of yours?"

Lily smiled slightly, before sighing and looking back at the strange man. "Who is he? Why do you guys call him 'the doctor'?" She asked. Mickey sighed as he glanced at the Doctor. "Because that's what everyone calls him, apparently." He responded. "What, his parents actually called their son 'Doctor'?" Lily asked, frowning. Mickey laughed. "Nah, I think he has a name, but no-one knows what it is, so he's just the Doctor. I don't think even Rose knows his real name."

"What was Rose doing with him? And what was that blue box?" "She's been travelling with him, and that box is called the Tardis. It's the Doctor's time-travelling machine, it stood for something but I don't remember what." Lily laughed as Mickey shrugged. "So this doctor is a time-traveller? What does he do, go around helping sick people in different time periods?" She asked, intrigued and Mickey laughed. "Nah, he goes around saving people from different planets." Lily stared at him, and Mickey grinned at her somewhat skeptical face. "Like aliens?" She asked. "Exactly like aliens. He's an alien too, a Time Lord, whatever they are." Lily's eyes widened as she stared at the alien on her bed. "Go on…" she encouraged, and Mickey sat and told her what stories he could that he'd heard from Rose.

Time flew by, and before they knew it, it was evening when Rose popped her head in to say she was heading out to buy her mum a Christmas present. Mickey quickly offered to join her while Lily simply nodded but she couldn't help but notice that Rose seemed intent on not looking in the direction of the bed. Soon after, she heard the door open and close, and she settled back down into her book. Just as her butt was beginning to get numb, she heard someone knocking on the door and Jackie answering. Lily got up and, after checking on the Doctor and appreciating the irony of the situation, she wandered out to see Jackie struggling with a Christmas tree by the door. She quickly placed her mug and book on the table in the living room, and hurried back to help Jackie haul the tree through the hall and into the lounge.

"What's with the tree?" Lily asked as Jackie began to move her white tree out of the room to make space. "I dunno, I suppose Rose bought a new one." Jackie shrugged as she discarded the old tree and placed the new one in its place. "Why would she do that?" Lily wandered just as the phone rang. Jackie answered, squealed a greeting to Bev and began gossiping with her. Lily sighed. _One day that phone, and all her time on it, is going to be the death of her_. Lily thought, as she moved her mug into the kitchen and wandered back into her bedroom. She paused as she noticed the gold particles again, floating out the window. She frowned, and moved to check the man's forehead, wandering if this was normal for an alien man. Just then the door burst open and Lily jumped as Rose ran in crying for Jackie to get off the phone.

"What on earth?!" She gasped as Mickey raced in after Rose, slamming the door shut while Rose snatched the phone off her mother. "Lily!" Mickey gasped and Lily stared at him from her bedroom doorway. "Oh my god, Lily! We just got attacked by Santa!" Lily stared at him as he rushed into the living room like he'd grown two heads.

"What?" Lily asked as she followed Mickey, not believing her ears as Rose hung up the phone. "Right, it's not safe, we've got to get out." Rose declared. "Where can we go?" "My mate Stan, he'll put us up." Mickey answered immediately. "That's only two streets away." Rose frowned. "What about Mo? Where's she living now?" Lily snorted as Jackie shrugged. "I don't know. Peak District."

"Well, we'll go to cousin Mo's then." Rose stated and Lily sighed. "With an unconscious man? Mo'd eat him alive if he's still sober enough to be awake." Lily grumbled as Jackie protested: "No, it's Christmas Eve! We're not going anywhere! What're you babbling about?" "Mum!" Rose cried desperately. "Apparently they got attacked by Santa?" Lily offered. Jackie stared at her niece as Rose noticed the new Christmas tree. "Where'd you get that tree?" She asked, and they all turned to peer at the tree.

"That's a new tree. Where'd you get it?" She asked suspiciously. "I thought it was you?" Jackie relied confused, and Lily's heart sank- that could not be good. "How can it be me?" Rose asked just as confused. "Well, you went shopping. There was a ring at the door, and there it was!" Jackie said and Lily groaned. "This can't be good" she moaned as Rose said slowly: "No, that wasn't me."

"Then who was it?" Jackie mumbled just as the tree started to light up by itself. "I told you it couldn't be good." Lily gasped. Rose pulled Jackie slowly away as Lily backed slowly towards the hall. "Oh, you're kidding me." Rose sighed and the tree started to play Jingle Bells before the different sections of the tree starting to rotate in different directions. The song blared as the tree picked up speed and creating a strong wind that caused Jackie to start shrieking. "Oh my god!" Lily shrieked as the tree started moving towards them, sawing through everything in it's path.

"Go, go! Get out!" Mickey yelled, and Lily didn't need to be told twice. She ran from the room, straight to her bedroom and stopped next to the man, followed quickly by Rose who stopped in the bedroom doorway as she cried: "We've got to save the Doctor!" "What're you doing?!" Jackie cried and Rose looked at her. "We can't just leave him."

With that Rose rushed in the room next to Lily, pulling on the man as Jackie yelled: "Mickey! Leave it! Get out! Get out!" Lily moved to help her cousin, just as Rose leapt to the door, calling for Mickey as Jackie screamed for him to get out of the living room. Just as Rose came back next to Lily, who was trying to haul the man up into a sitting position, Mickey rushed in against Jackie's cries to leave the man. "Get in here!" Mickey yelled at her, and Jackie quickly complied screaming while Lily's grip faltered and the man fell back down.

"Doctor, wake up!" Rose cried, as Jackie and Mickey dragged the wardrobe across to block the door. Lily leapt up to help them brace the wardrobe as it began to shake against the tree's efforts to enter, and Rose rummaged through the Doctor's leather jacket. "Rose, a little help!" Lily gasped while Jackie continued to scream. Lily watched as Rose pulled something like a metal pencil out of the leather jacket and rushed back to the Doctor's side, placing the tool in his left hand.

"What good will that do?" Lily cried just as she felt the wardrobe give a final quiver before it burst apart, throwing Jackie and Mickey to either side and causing Lily to fly across the room and land on the doctor. Rose was pushed back by the wind as the tree flew into the room. Lily raised her head to see Rose staring in terror behind her, and looked around to see the tree heading straight for them.

"I'm going to be killed by a Christmas tree!" Jackie squealed in fear, and Lily turned to the pale face of the Doctor. She hesitated, before drawing a deep breath and bent down and whispered in his ear. "Please, help us."

Immediately, the man bolted upright, causing Lily to fall off his chest and into his lap as he raised his arm and pointed the strange tool at the tree. Immediately the tress burst into flames, disintegrating on the spot. There was a stunned silence as everyone gasped to get their heart rates down and they all stared at the Doctor as he slowly lowered his arm.

"Remote control." He stated. "But who's controlling it?" He leapt out of the bed, causing Lily to fall onto the floor with a yelp. He paused and looked back at her as if just noticing she was there. He quickly helped her up before grabbing Howard's dressing gown and walking out the front door, the rest of them following quickly. Lily noticed that Rose kept staring at the Doctor intently, as though she was searching for something. He stopped just outside, and Lily peeked down to see what he was looking at. She started when she saw three Santas standing below in the parking lot, one of them holding a radio controller.

"That's them," Mickey spluttered, "What are they?" "Sh!" Rose shushed him, watching the doctor warily. Lily was also watching the Doctor as he raised his arm, pointing his tool (which she now saw was some kind of screwdriver) at the Santas. Immediately, they backed away, before suddenly disappearing in pillars of light.

"They've just gone." Mickey said in wonder, before he gave a derisive snort. "What kind of rubbish were they? I mean, no offence, but they're not much cop if a sonic screwdriver's going to scare them off." "Sonic what?" Lily asked. As Mickey was opening his mouth to reply the Doctor said darkly: "Pilot fish."

"What?" Rose asked. "They were just pilot fish." The Doctor murmured before he suddenly gasped, clutching his chest as he fell back in pain. "Are you alright?" Lily asked in alarm, as Rose said at the same time: "What's wrong?" "Does it look like I'm ok?." The Doctor groaned. "You woke me up too soon. I'm still regenerating. I'm bursting with energy." He let out another breath of the golden light. "Yea, you've been doing that for a while." Lily said nervously, and the Doctor looked at her properly for the first time.

"Well, the pilot fish could smell it a million miles away. So they eliminate the defense, that's you lot," he motioned at the four of them, "and they carry me off. They could run their batteries on me for a couple of ow!" He cried in pain, grasping his chest as stumbled forward, leaning against the railings as he squeezed his eyes shut. Jackie hurried over and placed her hands on his bend form as she tried to help him.

"My head!" The Doctor groaned. 'I'm having a neuron implosion. I need…" Jackie interrupted "What do you need?" "I need…" The Doctor tried again. "Say it. Tell me, tell me, tell me." Jackie cried in panic. "I need…" The Doctor tried again. "Painkillers?" Jackie suggested and Lily looked at her incredulously. _Was she serious?_ "I need…" The Doctor squeezed his eyes shut again. "Do you need aspirin?" Jackie interjected again and the Doctor groaned. "I need…" he gasped as he stared at Jackie. "Codeine? Paracetamol? Oh, I don't know, Pepto-Bismol?"

"Does she even have all of that?" Lily asked and Mickey shrugged as Rose stared on in silence. "I need!" The Doctor tried but Jackie continued. "Liquid paraffin. Vitamin C? Vitamin D? Vitamin E?" "FG" Lily mumbled and Mickey snorted while Rose rolled her eyes. "I need!" The Doctor gasped but Jackie rode on over him. "Is it food? Something simple. Bowl of soup. A nice bowl of soup? Soup and a sandwich? Soup and a little ham sandwich?"

"I need you to shut up!" The Doctor finally gasped out annoyed, shoving past Jackie to lean on the opposite wall. "Oh, he hasn't changed that much, has he?" Jackie grumbled as Lily stepped forward to grab the Doctor as he continued to clutch at his chest. "We haven't got much time." He groaned out between gasps of pain. "If there's pilot fish, then… Why's there an apple in my dressing gown?" He asked suddenly, pulling the fruit out in confusion and holding it before an amused Lily.

"Oh, that's Howard. Sorry." Jackie replied. The Doctor looked at her like she was crazy. "He keeps apples in his dressing gown?" "He gets hungry." Jackie shrugged. "What, he gets hungry in his sleep?" The Doctor asked derisively, and Jackie answered seriously: "Sometimes."

"Is this important?" Lily interrupted. The Doctor looked at her again, and as he opened his mouth he suddenly yelled in pain. "Argh!" He stumbled and fell down, grasping Lily's arm to prevent himself from falling face first." Brain collapsing." He slide down the wall. "The pilot fish!" He gasped out, reaching out to grab Rose with his other arm, pulling both girls in front of him and looking at them very seriously through his pain-laced eyes. "The pilot fish…" he groaned in pain, "that something… something…" He continued to gasp in pain as he struggled to get his words out. "Something is coming" and then he passed dead out as Rose and Lily stared at each other.


	2. 1-2 Doctor Who?

"Thanks Lily. Need any extra help? And Rose, how is he? Any change?" Lily shook her head as Rose murmured: "He's worse. Just one heart beating." She sounded so defeated, so hopeless as she sat down, Jackie following her onto the couch with a heavy heart. Lily dumped the bag in the kitchen, and went back to check on the Doctor herself. He looked deathly pale, and he was sweating buckets but he was shivering as though he was still cold. Lily brushed her hand over his forehead, down the side of his face, feeling the burning heat.

"You'll be alright." She whispered, trying to convince herself and him, even if he couldn't hear her. "You have to be. We need you, Rose especially even if she won't say it. So you have to get better." She brushed her hand over his chest momentarily, remembering what Rose had said about his hearts, before she let her hand wander down to the Doctor's. She squeezed it reassuringly, before she rose and left the room. What she didn't see was how the Doctor's frown from the pain alleviated, even if only by little.

Rose looked up as Lily entered, and motioned for her to come over. "Mickey's found out what pilot fish are." She informed Lily, and Mickey also looked up. "See, pilot fish…" "They're scavengers that swim along sharks, yea I know." Lily sighed as Rose and Mickey stared at her. "I forget you're smarter than Rose." Mickey smirked, and Rose punched his arm. "She's also smarter than you, you idiot." Rose finally managed a grin, but it faded quickly as Jackie drew their attention the TV.

"Funny sort of rocks." Jackie muttered as the newsreader went on about the photographs from Mars coming in from the British satellite Guinevere One. "That's not rocks." Rose murmured in horror as they all stared at the TV screen. Lily stared at the fuzzy image curiously just as the newsreader on the TV was saying: "This image is being transmitted via mission control, coming live from the depths of space on Christmas morning." Lily gasped in horror as the pixelated image on the TV cleared to reveal an ugly, red-eyed alien that then growled at the screen.

Rose began to pace anxiously as Mickey and Lily moved back to the laptop. "Try hacking into the military." Lily urged as Mickey worked. "Got it!" He muttered after a moment. "Here, take a look." He twisted the screen so Lily could see and called out: "Rose. Take a look. I've got access to the military."

As Rose moved to also peer at the screen, Lily murmured: "They're tracking a spaceship." "Yea," Mickey agreed, "It's also big, it's fast, and it's coming this way."

"Coming for what, though? The Doctor?" Rose questioned. Lily shrugged, chewing her bottom lip anxiously as Mickey replied: "I don't know. Maybe it's coming for all of us." He clicked around, getting a clear image of the four aliens on his screen as they continued to gurgle something in an alien language. "Have you seen them before?" He questioned Rose as Lily also looked at her cousin.

"No." Rose replied softly, and Lily's heart sank. _We're so in trouble_. "What are they saying though?" Lily asked curiously. "Is there any way we can find out?" She looked to see Rose looking, if possible, even more ashen. "I don't understand what they're saying." Rose whispered. "The Tardis translates alien languages inside my head, all the time, wherever I am."

"So, why isn't it doing it now?" Mickey wondered. "I don't know." Rose admitted. "Must be the Doctor. Like he's part of the circuit, and he's… he's broken." Rose broke off, and Lily looked at her in sympathy. It was clear to hear that, despite Mickey's continued hope, Rose had fallen in love with the Doctor and that it was hurting her to see him hurting and so different. Lily grasped her cousin's hand and Rose looked at her. Lily gave her a small yet encouraging smile and Rose's lips twitched up half-heartedly in an answering grin before it fell again. She turned as Jackie left to check on the Doctor, and followed her into the bedroom.

"Do you think she'll be alright?" Lily asked. "Who?" Mickey asked confused. "Rose." Lily replied, looking up at Mickey with a frown. "Why wouldn't she be?" Mickey asked, and Lily simply shook her head before going to join her cousin. She found Rose leaning against the hole where the doorway was, looking down at the Doctor. Lily stood next to her cousin as Mickey joined them, watching while Jackie slept soundlessly next to the Doctor.

"The Doctor wouldn't do this. The old Doctor, the proper Doctor, he'd wake up. He'd save us." Rose's voice caught as tears welled in her eyes. At that Mickey sighed as well. "You really love him, don't you?" He asked. Rose didn't answer but closed her eyes against her tears. "We've just got to keep believing that it'll be ok." Lily whispered, and Rose sighed, leaning her head on Mickey's shoulder before turning into his embrace. Mickey patted her back, and Lily saw the look of acknowledged resignation on his face and she sighed. He looked at her and gave her a small smile that she returned before she turned back to watching the Doctor.

Lily wasn't sure how much time had passed when suddenly they heard Jackie's neighbor outside, calling out to her husband: "What is wrong with you? Jason? Jason?"

Lily opened the front door and peered out: "Sandra, is everything alright?" She asked as Sandra turned to her desperately. "Sandra?" Rose asked as she and Mickey joined Lily at the door.

"He won't listen," Sandra cried hysterically, "He's just walking. He won't stop walking. There's this sort of light thing." Lily glanced at Rose and Mickey, just as Sandra noticed Jason heading up the stairs. "Jason? Stop it right now! Please, Jason, just stop." Sandra cried, running after her husband. Lily noticed movement downstairs and peered over the side of the building. "Rose!" She gasped, and Rose and Mickey joined her at the railing, looking out to see crowds of people walking through the estate. "Oh my god." Rose breathed.

They watched in horror, as the people all walked up the stairs towards the roofs. Lily rushed up the stairs, Rose and Mickey hot on her heels, and they all arrived to find Sandra still desperately trying to stop her husband from continuing. Lily reached the pair just as Rose arrived next to her and the two girls peered around and down. "Oh my god." Lily whispered as they saw people just lining the edge of the roof, all stopping right at the edge.

"What do we do?" Mickey asked desperately. Lily looked at them, when Rose's words made her blood run cold. "Nothing." Rose mumbled. "There's no-one to save us. Not anymore." "So that's it? You're just giving up?" Lily asked incredulously and Rose looked at her emotionlessly. "What can we do? There's nothing we can do, not without the Doctor, and he's not here!" At the end, Rose's agitation broke through and she brushed past Lily, heading back downstairs without another word.

Mickey patted Lily on the shoulder in sympathy before following Rose down. Lily shook her head in frustration, before looking around. Hopeless despair broke over her as she saw the desperate attempts of people trying to pull their loved ones away from the roof edge, and tears welled in her eyes as she heard their hysterical cries. Slowly, she turned away as well, walking with heavy steps back to Jackie's apartment.

She entered to find everyone else in front of the TV. She stood next to Mickey, just in time to hear the end of the Prime Minister's speech:  
"I would ask you all to remain calm… But I have one request." The Prime minister took a deep breath, and Lily almost didn't believe her ears as she heard what followed. "Doctor. If you are out there, we need you." Jackie turned in despair to look at them as Rose heaved suppressed sobs before turning to walk to the bedroom. "I don't know what to do. If you can hear me, Doctor." Lily followed her cousin and slowly joined her at the entry to the bedroom. "If anyone knows the Doctor, if anyone can find him," Seeing her starting to cry, Lily gently took her hand. Rose burst into tears and, turning, began to sob on her shoulder, "the situation has never been more desperate." Lily gently patted her back as the Prime Minister finished: "Help us. Please, Doctor. Help us. God help us."

Rose continued to sob and Lily gently patted her. "We'll think of something. He'll wake up, I know it." Lily tried to comfort her cousin but Rose just shook her head as her sobs began to grow louder. And when Jackie joined them, the dam broke and Rose began to wail. "He's gone. The Doctor's gone. He's left me, Mum. He's left me, Mum." Jackie gently took her daughter into her arms as tears began to run down Lily's face, kissing her forehead and shushing her soothingly. "It's alright. I'm sorry."

But as soon as the words left her mouth, the windows in the living room shattered as the whole building shook. Jackie screamed and they all turned in panic. "Must have been a sonic wave of some kind." Lily gasped. "The spaceship… it must be here." She whispered, and Mickey, hearing her, ran outside and looked up at the sky. Rose, Jackie and Lily followed, and they were just in time to see what looked like a massive flying island appear in the sky.

Rose grabbed Mickey and Lily and began to drag them back inside. "Mickey, we're going to carry him. Mum, Lily, get your stuff and get some food. We're going." Rose said curtly, beginning to draw the blankets off the Doctor. "Well, where to?" Mickey asked as Jackie stood there still in shock.

"The Tardis. It's the only safe place on Earth." Rose replied, picking up Howard's dressing gown. "What're we going to do in there?" Jackie asked confused. "Hide." Rose shrugged, beginning to slip the Doctor into the dressing gown. "Is that it?" Jackie asked as Lily frowned.

"Mum, look in the sky." Rose said through gritted teeth. "There's a great, big, alien invasion and I don't know what to do, alright?" Her tone turned desperate as she looked between Lily and Jackie. "I've travelled with him, and I've seen all that stuff, but when I'm stuck at home, I'm useless." Jackie swallowed as Rose continued. "Now, all we can do is run and hide, and I'm sorry. Now, move." Jackie turned in silence and went to gather her stuff, but Lily stayed staring at her cousin. "Lily, please!" Rose begged, and Lily finally turned to help Jackie but not before pausing to glance at the Doctor one last time.

Jackie was rushing about her room so Lily went into the kitchen and began to stuff all the cans she could find into a duffel bag. She spotted the pot of tea Jackie must've made earlier, and poured all of it into a thermos. She then hauled all the stuff out as Jackie arrived to empty the fridge into another bag.

Together, they grabbed all her bags and followed Rose and Mickey out the door. Jackie fumbled with a few of her bags and Rose cried out in exasperation: "Mum, will you just leave that stuff and give us a hand?"

"It's food!" Jackie retorted. "You said we need food!" "Just leave it!" Rose yelled as she turned into the stairway. Lily sighed and patted her aunt. "She's just stressed. Come on, I'll go help her if you've got all the stuff." She said and, when Jackie sighed and nodded, Lily darted forward to help Rose as she struggled to turn the corner at the stairs.

Together, the three of them managed to get the Doctor outside. "How're we going to all fit?" Lily huffed. God, this man was heavier than his skinny frame looked. _Maybe it's an alien thing?_ Lily wondered. "What?" Rose puffed next to her, as Mickey fumbled with the door before stumbling in. "How're we all going to fit inside that box?" Lily repeated as she struggled to let Rose through first. "Oh…" Rose laughed briefly and Lily wondered why. "The Tardis'll fit us fine." "But how will a box this small…" Lily's voice trailed off as she followed Rose in and she blinked. "Come on!" Mickey groaned, starting her out of her stupor and they headed further in towards a central consol.

"No chance you could fly this thing?" Mickey grunted as they moved. "Not anymore, no." Rose responded. "Well, you did it before." Mickey groaned as they reached next to the consol. "I know, but it's sort of been wiped out of my head, like it's forbidden." Rose gasped out as they finally lay the Doctor gently down on the floor. "Try that again, and I think the Universe rips in half." She finished as they all stood upright. "Ah, better not then." Mickey mused. "Maybe not." Rose agreed

"So, what do we do? Just sit here?" Mickey asked as he looked about. Lily was still standing in shock next to the Doctor. "That's as good as it gets." Rose snapped. "Right, here we go!" Jackie exclaimed as she spied the thermos. Popping it open, she sniffed it in satisfaction. "Nice cup of tea, thanks Lily sweetie." "Mmm, the solution to everything." Rose griped.

"Now, stop your moaning." Jackie scolded as she passed the thermos over to Mickey. "I'll get the rest of the food." And with that, Jackie took off out the Tardis again. "Tea. Like we're having a picnic while the world comes to an end. Very British." Mickey joked. When neither girl responded, he peered at Lily.

"Lils? You alright?" He asked. Rose also turned around to see Lily still rooted by the Doctor, silently staring up and around. At Mickey's question, she started and finally her eyes focused on the two of them. "It's bigger on the inside." She said in disbelief. Rose snorted and Mickey grinned. "Really? We never noticed." Mickey smirked as Lily smacked him before she started peering about the consol.

"So interesting. So this is how it flies about?" She asked and Mickey nodded. "Yea, although I don't really know. Better to ask Rose. Hey, Rose. How does this thing work?" He pointed to a screen on the consol, and Rose turned around. He paused to put down the thermos as he realized something. "If it picks up TV, maybe we could see what's going on out there. Maybe we've surrendered. What do you do to it?"

"I don't know. It sort of tunes itself." Rose said in exasperation as she started pressing buttons on it. Lily wrinkled her nose in annoyance at Rose's constant bemoaning. Mickey stared at the screen some more. "Maybe it's a distress signal." He suggested as the blue shapes moved about on the screen. "A fat lot of good that's going to do." Rose muttered and Lily sighed. "Are you going to be a misery all the time?" Mickey asked, also annoyed. "Yea." Rose responded sulkily. "Rose." Lily said, finally having had enough.

"You should look at it from my point of view," Mickey interjected, "stuck in here with your mum's cooking." Lily laughed as Rose paused. "Where is she?" She suddenly asked, as though just realizing she'd been gone for a while. "I'd better give her a hand." Rose stood up and walked towards the door. "It might start raining missiles out there." "Well aren't we cheery." Lily said sarcastically and Rose finally managed to grin at her. "Tell her anything from a tin is fine!" Mickey called after her in a panic.

"Uh, I brought all the tinned food." Lily pointed out. "Oh. Then tell her not to bother with more food." Mickey said with a grin. "Why don't you tell her yourself?" Rose asked amused. "I'm not that brave." Mickey said somewhat sheepishly and Lily laughed again. "Oh, I don't know." Rose grinned too as she left the Tardis.

Suddenly, she screamed and immediately Lily's head whipped around. "Rose?!" She and Mickey cried. "Lily, stay here with the Doctor!" Mickey yelled as he sprinted out the door, dropping the thermos. Lily hesitated as Rose continued to shriek. Suddenly she heard Rose yell: "Get off me!" And Lily made up her mind. She started for the door but paused for a second to look down when she almost slipped on the spilt tea. Just then she heard Rose screaming to close the door and Lily's head snapped up. She ran for the door, but it slammed shut just in front of her and for some reason, it locked, keeping her inside.

"Rose! Mickey!" She screamed, trying to get the door opened. She continued to pound and rattle the door, until she screamed her voice hoarse before she eventually slammed her fist into the door and slid it down in frustration. "Rose." She whispered when she heard an odd hissing sound- almost like water dripping on an electric motor. "The tea." She realized and was about to turn when a hand appeared on her shoulder. She jumped and whirled around to find herself face to face with the Doctor.

"Doctor…" she breathed and he cocked his head to look at her. She appraised him, noting how much better he looked with a healthy glow to his complexion. "Rose." She suddenly said and he cocked his head to the other side, raising an eyebrow at her. "Rose, she's outside, so's Mickey, they need help, but the door locked on me!" The words flew out of Lily's mouth as she looked up at the doctor desperately. "They need help." The Doctor grinned at her and, stepping past her, reached for the door. Lily stood beside him as he opened both doors.

"Did you miss me?" The Doctor asked with a grin. Lily peered past him to see a Rose, Mickey, the Prime Minister, and several of the large aliens they'd seen on TV earlier. She realized they must have landed on the alien ship somehow as she looked up and saw thousands of the same aliens lining the walls in a coliseum-type arena. Just then, one of the aliens (who she supposed must be the leader) roared and cracked an electric whip at them. Lily yelped in surprise but the Doctor was unaffected, simply catching the whip and pulling it out of the other alien's hand.

"You could take someone's eye out with that." He chided as he walked forward to meet the alien. Lily followed, moving next to Rose and checking if she was okay. "How dare…!" Big and ugly cried as he lifted a thick club but the Doctor simply grabbed that off him too and snapped it easily across his knee.

"You just can't get the staff." The Doctor grumbled. "Now, you! Just wait. I'm busy." He declared before turning back towards the group of humans. "Mickey! Hello!" He cried cheerily. "And Harriet Jones, MP for Flydale North!" He continued, turning to face the Prime Minister. Lily noticed he completely ignored Rose, not even glancing at her. "Blimey, it's like 'This Is Your Life'."

He turned back to face Lily. "Tea!" He said excitedly as Lily shifted uncomfortably aware that he'd completely bypassed Rose right between her and Mickey. "Hello again! Lily, wasn't it?" Lily just stared at him as he continued without a care. "That's all I needed, a good cup of tea!" Lily stared at him like he was daft and he grinned wider at her. "Superheated infusion of free radicals and tannin. Just the thing for healing the synapses." He declared before finally turning to Rose.

His face dropped and his tone became deadly serious. "Now, first things first. Be honest," he stared at her intently, "how do I look?" Lily frowned as Rose gazed at him, taking his features in. "Um, different." She finally said. "Good different, or bad different?" The Doctor asked. "Just different." Rose replied.

"Am I…" the Doctor said, ever seriously, "ginger?" Lily snorted as Rose lifted her gaze to his hair and said: "No, you're just sort of…" she shrugged a little, "brown." "Argh, I wanted to be ginger." The Doctor whined as he turned to walk a little ways away past Lily.

"I've never been ginger. And you, Rose Tyler!" He suddenly turned and pointed at Rose, almost taking Lily's eye out in the process. "Fat lot of good you were! You gave up on me. Oh that's rude." He suddenly said contritely as he lowered his finger. "That's the sort of man I am now, am I? Rude. Rude and not ginger." He mused while Lily's head began to spin as she tried to keep up with his thought process.

"I'm sorry. Who is this?" The Prime Minister interrupted, completely confused. "I'm the Doctor." The Doctor replied as if it was obvious, and Rose whispered in confirmation: "He's the Doctor." "But what happened to my Doctor?" The Prime Minister cried. "Or is it a title that's just passed on?"

At that, the Doctor strode forward. "I'm him." He announced. "I'm literally him. Same man, new face. Well, new everything." He acknowledged with a smirk. "But you can't be." The Prime Minister said in disbelief. "Harriet Jones." The Doctor said with his eyebrows raised. "We were trapped in Downing Street and the one thing that scared you wasn't the aliens, it wasn't the war, it was the thought of your mother being on her own." The Doctor said softly. "Oh my God." The Prime Minister stood in shock, finally taking it all in.

"Did you win the election?" The Doctor asked, peering down at her, his eyes softening. The Prime Minister smiled at that. "Landslide majority." She admitted happily. "If I might interrupt." The other alien interrupted in agitation. They all turned to him and the Doctor started apologetically. "Yes, sorry. Hello, big fellow."

"Who exactly are you?" The alien questioned. "Well, that's the question…" the Doctor replied chirpily, but he was interrupted again by the red alien as it roared: "I demand to know who you are!" "I don't know!" The Doctor imitated the alien's roar, before he began to ramble in his normal voice. "See, there's the thing. I'm the Doctor, but beyond that, I just don't know. I literally do not know who I am. It's all untested. Am I funny?"

He began to wander around, moving past Mickey and Rose. "Am I sarcastic? Sexy?" He winked at Lily and Rose, and Rose smiled bashfully. "Right old misery? Life and soul? Right handed? Left handed?" His speech began to pick up speed. "A gambler? A fighter? A coward? A traitor? A liar? A nervous wreck?" He climbed up some stairs. "I mean, judging by the evidence, I've certainly got a gob."

"You said it." Lily muttered and the Doctor grinned at her before turning back to look up the stairs he had been climbing. "And how am I going to react," he said grinning, "when I see this." He pointed up at what looked like… "a great big threatening button." Lily pursued her lips as Rose started to frown at the Doctor, but he ignored both girls as he hopped up the stairs closer to the red button. "A great big, threatening button which must not be pressed under any circumstances, am I right?" The other aliens began to climb up after him as the Doctor continued oblivious to Rose's rising anxiety. "Let me guess, it's some sort of control matrix, hmm?" Lily frowned at that as the Doctor mused. "Hold on, what's feeding it?"

The Doctor bent down to open a base under the button and peered in. "And what've we got here?" He stuck a finger in and licked what looked suspiciously like… "Blood? Yeah, definitely blood." He declared as Rose and Lily pulled faces in disgust. "Human blood. A Positive, with just a dash of iron. Ah, but that means blood control. Blood control." Lily's face drained of color as the Doctor continued. "Oh, I haven't seen blood control for years. You're controlling all the A Positives." Lily's heart dropped as the realization hit home. "No…" She gasped as Rose looked at her.

"Which leaves us with a great big stinking problem." The Doctor continued, ignoring her. "Because I really don't know who I am. I don't know when to stop. So if I see a great big threatening button which should never, ever, ever be pressed, then I just want to do this!" He slammed his right hand down on the button as Rose, Lily and the Prime Minister yelled: "NO!"


	3. 1-3 Hello, Doctor

Lily stared at the Doctor in horror, thinking of those people standing on the roofs waiting to jump, thinking of Sandra and her Jason. "You've killed them!" The other man next to the Prime Minister cried. The Doctor simply placed both hands behind his back and looked at the red alien. "What do you think, big fellow? Are they dead?"

"We allow them to live." The alien grunted and the Doctor repeated amused. "Allow? You've no choice. I mean, that's all blood control is." He rubbed his ear as he wandered off again. "A cheap bit of voodoo. Scares the pants off you, but that's as far as it goes. It's like hypnosis." The Doctor explained as he placed his hands on the rails before him. "You can hypnotize someone to walk like a chicken or sing like Elvis. You can't hypnotize them to death." He emphasized looking at them. "Survival instinct's too strong." He concluded as a smile appeared on Lily's face as she gazed at him.

"Blood control was just one form of conquest. I can summon the armada and take this world by force." The big alien growled out. "Well, yeah, you could, yeah." The Doctor agreed and Lily pursed her lips. "You could do that, of course you could. But why? Look at these people. These human beings." He gestured at their small group. "Consider their potential."

 _That's not condescending_ , Lily thought. "From the day they arrive on the planet and blinking step into the sun," Lily frowned as this sounded familiar, "there is more to see than can ever be seen. More to do than, no, hold on." He suddenly broke off. "Sorry, that's The Lion King." Lily grinned. "But the point still stands. Leave them alone!" He cried as he stepped behind a guard.

"Or what?" Big and ugly growled. "Or," the Doctor unsheathed the sword hanging on the guard's belt and ran forward, past Lily, Rose and Mickey to stand in front of the Tardis. "I challenge you!" He declared. Lily dropped her face into her hand as the red aliens all began to laugh.

"Oh, that struck a chord." The Doctor mused. "Am I right that the sanctified rules of combat still apply?" He asked as he began to remove his dressing gown. "You stand as this world's champion." Big and ugly declared as he withdrew his own sword while Rose and Lily hurried towards the Doctor with Mickey and the Prime Minister's entourage following close behind.

"Thank you." The Doctor muttered. "I've no idea who I am, but you summed me up." He stated as he tossed his dressing gown at Rose, indicating with his head for her and Lily to stop just as the Prime Minister's aide reached out an arm to prevent them from going closer.

"So, you accept my challenge?" The Doctor asked as he raised his sword. "Or are you just a cranak pel casacree salvak." He taunted, and although Lily had no idea what he actually said, it wasn't too hard to figure out the implication. The red alien roared indignantly and raised his sword, the whole crowd of aliens above them growling and cheering in support. The two fighters then both knelt before each other with their swords as the red alien inquired: "For the plant?"

"For the planet." The Doctor agreed and they both stood, raising their swords. They stood facing each other until the Doctor struck first, only to be met with the alien's parry. They swung at each other and clashed again, but the red alien swung his sword, causing the Doctor to stumble back. The Doctor glanced towards Rose and she nodded in encouragement. He paused for a millisecond and glanced at Lily who also nodded. With a nod and deep breath, he faced his opponent once more, and the two soon clashed swords once again. But only after a few strokes, the Doctor fell down on his back, and the alien swung down at him.

"Look out!" Rose shrieked as Lily gripped Rose's arm tightly. The Doctor barely managed to avoid being hit between his legs as he crawled back. "Oh yeah, that helps!" He shouted sarcastically as he got back up. "Wouldn't have thought of that otherwise, thanks." He continued as he jabbed his sword only to be met by another parry. The fight continued, when the red alien suddenly jabbed his elbow in the Doctor's stomach. The Doctor grunted, and he quickly dodged another swing from the red alien. He twisted away, and began to make his way down a side tunnel.

"Bit of fresh air?" He asked, before he stepped out onto the spaceship's hull. The others quickly followed him and the alien outside, arriving to watch as the two continued to swing and cross blades with each other on the ship's edge. Lily watched anxiously as the Doctor barely blocked his opponent's blows, when suddenly the alien hit the Doctor on the nose causing him to momentarily lose his footing. Rose and Lily both took a step forward when the Doctor yelled: "Stay back!"

Lily paused and grabbed Rose's arm to stop her as well. The Doctor moved further away from his opponent as he yelled at them: "Invalidate the challenge and he wins the planet." At that moment, the alien roared and began to swing his sword. The Doctor gave a battle cry as well, lifting his sword. They ran at each other and met in the center, their blades crossing as they pushed at each other. The alien swung at the Doctor, and they fought when he hit the Doctor in the stomach again, causing the Doctor to fall onto his back. Lily gasped as the Doctor fell close to the edge, his head lolling over the side of the ship.

"Watch out!" She cried as the red alien swung down and this time, the Doctor wasn't able to move in time. Lily and Rose screamed as the sword cut through the doctor's hand, and Lily watched in horror as the Doctor's hand and sword fell through the air towards Earth.

"You cut my hand off." The Doctor said in disbelief and Lily repressed a sigh of both relief that he sounded fine and annoyance that he sounded fine. "Ya!" The alien cheered. "Sycorax!" It leered at them.

"And now," The Doctor stood, "I know what sort of man I am." He grinned as the Sycorax turned to him. "I'm lucky." The Doctor stated. "Because quite by chance, I'm still within the first fifteen hours of my regeneration cycle, which means I've got just enough residual cellular energy to do this." He lifted his stub arm and they all watched in awe as a new hand grew out and flexed a greeting.

"Witchcraft." The Sycorax rasped out as Lily breathed a sigh in relief. "Time Lord." The Doctor countered. Lily turned and grabbed a sword from the nearest Sycorax guard. Unsheathing it, she yelled: "Catch!" He turned to face her, and she threw the sword at him. "Doctor!" Rose called out, and the Doctor swiftly caught the sword. "Oh," he asked as he twirled the sword in his new hand, "so I'm still the Doctor, then?"

"No arguments from me!" Rose shouted happily and Lily smiled her encouragement. "Want to know the best bit?" The Doctor questioned as he swung the sword at the Sycorax. "This new hand?" He grinned. "It's a fighting hand!" He declared in a Scottish accent before charging in to attack.

Lily couldn't help but notice the truth in the Doctor's words- while before he was barely holding his own, now he was leading the pace of the battle. And this time, it was the Doctor who disarmed the Sycorax, jabbing him in the stomach and causing him to fall back at the edge of the spaceship. The Doctor placed his sword at the Sycorax's chin, preventing him from getting up.

"I win." He said darkly. The Sycorax breathed deeply before rasping out: "Then kill me." "I'll spare your life if you'll take this Champion's command." The Doctor replied in a low tone. "Leave this plant, and never return. What do you say?"

"Yes." The Sycorax replied easily, and the Doctor stabbed the sword even harder at the Sycorax, saying harshly: "Swear on the blood of your species!" The Sycorax breathed deeply again, before rasping out grudgingly: "I swear."

"There we are, then." And suddenly the Doctor was back to his light-hearted self, but Lily had to wonder which side was really the act and which the real Doctor. "Thanks for that. Cheers, big fellow." The Doctor stabbed the sword into the ground as the Prime Minister cheered. "Bravo!" The Doctor grinned at her as she continued to clap. "That says it all. Bravo!" Rose agreed happily as she moved forwards with the Doctor's dressing gown while Lily hugged Mickey.

"Ah, not bad for a man in his jim-jams." The Doctor acknowledged cheerily as Rose helped him into his dressing gown. "Very Arthur Dent. Now, there was a nice man. Hold on." He rummaged in his pocket. "What have I got in here? A Satsuma." He pulled the offensive fruit out. "Ah, that friend of your mother's." Rose laughed breathlessly as the Doctor continued in an amused voice. "He does like his snacks, doesn't he? But doesn't that just sum up Christmas?" He asked as the two walked back towards the others. "You go through all those presents and right at the end, tucked away at the bottom, there's always one stupid old Satsuma." At that moment, the Sycorax leader rose up, grasping his fallen sword and Lily looked up. "Who wants a Satsuma?"

"Look out!" Lily cried just as the Sycorax roared and began to charge at the Doctor's back. But the Doctor's face simply turned cold as he threw the Satsuma at a orange button on the side of the spaceship. The Satsuma hit the button, causing part of the ship's wing to open up beneath the Sycorax's feet and he fell through screaming, to his death.

"No second chances." The Doctor said coldly, not even breaking his step. "I'm that sort of a man." Lily swallowed as she saw his expression, but he coolly walked passed all of them, and they silently followed him back to the Tardis. As they arrived, the Doctor turned around to face all the other aliens while the humans stood behind him.

"By the ancient rites of combat, I forbid you to scavenge here for the rest of time." The Doctor cried. "And when you go back to the stars and tell others of this planet," he gazed at each of the Sycorax, "when you tell them of its riches, its people, its potential. When you talk of the Earth, then make sure you tell them this. It is defended!" He declared, and with a burst of blue light all of them were beamed back to Earth, nearby Jackie's apartment block.

"Where are we?" Rose asked, confused. "We're just off Bloxom Road. We're just round the corner, we did it!" Mickey shouted, ecstatic. "Not yet." Lily muttered, staring at the sky, as the Doctor said. "Wait a minute, wait a minute." They watched as the Sycorax ship turned and began to fly off, out of Earth's atmosphere.

The Doctor smiled as Mickey cheered: "Go on, my son! Oh, yeah!" He laughed as Rose bounded over and jumped on his back. '"Yeah! Don't come back!" Rose shouted happily and Mickey continued to cheer: "It is defended!" They laughed as Rose jumped back down and they hugged. Lily smiled as Mickey moved to hug her and Rose dashed off to hug the Prime Minister's aide. The Doctor moved closer to the Prime Minister as she beamed at him.

"My Doctor." She smiled, and the Doctor smiled back happily. "Prime Minister." They hugged and as they released each other, the Doctor stuffed his hands in his pockets as Harriet Jones declared: "Absolutely the same man." But then her face darkened as the two turned to face the sky. "Are there many more out there?" She asked, and the Doctor heaved a deep sigh. "Oh, not just Sycorax. Hundreds of species. Thousands of them. And the human race is drawing attention to itself. Every day you're sending out probes and messages and signals. This planet's so noisy. You're getting noticed more and more. You'd better get used to it." The Doctor warned, and the Prime Minister looked away when a voice cried out: "Rose!" "Mum!"

"Oh, talking of trouble." The Doctor joked as he stepped away to watch Rose run towards her mother. Jackie pulled Rose into a tight hug as Rose babbled happily: "We did it, Mum!" and Jackie squealed: "Oh, my God! You did it, Rose! Oh!" "You did it too!" Jackie looked confused as Rose continued. "It was the tea. Fixed his head." A look of realization spread across Jackie's face as Mickey and Lily approached them. "That was all I needed, cup of tea."

"Wasn't me that thought to pack it though." Jackie acknowledged as she pulled Lily into a hug too. "That was all Lily." Lily blushed as she replied: "Yea, but you were the one that brought it out. So take the credit you deserve." The Doctor raised his eyebrow and Jackie grinned as the four of them walked towards the Doctor. "Oh, we can share credit. But is it him, though? Is it really the Doctor? Oh, my God," she exclaimed just noticing who was behind the Doctor, "it's the bleeding Prime Minister!"

"Come here, you!" The Doctor laughed as he raised his arms for a hug and Jackie pulled herself and Lily into a hug with the Doctor, Rose and Mickey joining the group hug. "Are you better?" Jackie asked him worriedly. "I am, yeah." The Doctor answered lightly as the all moved apart and began to discuss the details in earnest.

The Doctor smiled as Lily glanced up at him and he peered down at her. "So, Lily isn't it?" Lily smiled and nodded. "Yup, that's me." She grinned as the Doctor grinned back. "I believe thanks are in order Lily." "I'm telling you, Aunt Jackie's the one who was in charge of the tea." Lily laughed and the Doctor laughed with her, shaking his head. "Nah, well, yes that too, but no, I wanted to thank you aboard the ship." Lily looked at him puzzled and the Doctor smiled gently. "For worrying and throwing me that sword."

Realization dawned and Lily blushed beet-red. She mumbled, "No problem" and the Doctor smiled before looking back at the Prime Minister with a grin and then turning to face Rose and Jackie. Lily jumped in surprise when suddenly a green laser blast appeared in the sky, only to be joined by another from the other side, and then another, until it formed one giant beam that blasted into space. She watched in horror as a giant explosion rent the sky and Rose cried: "What is that? What's happening."

But the Doctor didn't answer, turning his hard stare on the Prime Minister. Lily followed his gaze and watched as he stepped forwards in cold fury. "That was murder." He said with barely repressed rage and the Prime Minister hung her head briefly before raising it and meeting his stare with her own. "That was defense." She replied. "It's adapted from alien technology. A ship that fell to Earth ten years ago."

"But they were leaving." The Doctor bit out, and Lily's eyes narrowed. "You said yourself, Doctor, they'd go back to the stars and tell others about the Earth." The Prime Minister responded. "I'm sorry, Doctor, but you're not here all the time. You come and go. It happened today. Mister Llewellyn and the Major, they were murdered. They died right in front of me while you were sleeping. In which case we have to defend ourselves."

"Britain's Golden Age." The Doctor said sarcastically. "It comes with a price." The Prime Minsiter shrugged, and Lily barely suppressed her own anger. "I gave them the wrong warning." The Doctor said with disgust. "I should've told them to run as fast as they can, run and hide because the monsters are coming. The human race." He said coldly.

"Those are the people I represent." Harriet Jones declared and Lily stepped forward in anger. "No," she said her voice low and shaking with anger, "no-one gave you that right. You might represent Britain but you don't speak for the world and what you just did doesn't speak for any of us. It was selfish and it was murder!"

"I did it on the people's behalf and you, child, don't know what you're talking about." The Prime Minister snapped, and Lily's eyes narrowed. "Don't I? If this had been World War II, and the Nazis had just raised surrender, would you have just blown them to bits as well? Those Sycorax didn't even kill ten people today, let alone millions! Would you bomb them in cold blood like you did just now?" Lily cried, tears pooling in her hazel eyes and the Doctor looked at her with a curious glint in his hard eyes.

Harriet Jones also looked at her, and for a moment she seemed to deliberate but then she righted herself and said coldly: "If it was for the greater good for the people, for you, then yes I would." Lily gasped out a breath and a tear fell down her cheek as she glared at Harriet Jones in bitterness. The Doctor placed a protective hand on her shoulder as Rose pulled her in for a hug, also glaring at Harriet Jones in disgust.

"Then I should have stopped you." The Doctor murmured just as coldly. Jones turned her attention back to the doctor. "What does that make you, Doctor? Another alien threat?" "Don't challenge me, Harriet Jones." The Doctor thundered, his anger finally breaking out. "Because I am a completely new man." He stopped before her and said in a low voice: "I could bring down your government with a single word."

Harriet Jones scoffed. "You're the most remarkable man I've ever met," she said, "but I don't think you're quite capable of that." Lily opened her mouth furious, but the Doctor raised his hand. "No, you're right. Not a single word." He acknowledged and they all paused to stare at him but he kept his stare fixed on Harriet Jones. "Just six." "I don't think so." She refuted but the Doctor repeated: "Six words."

"Stop it." She said looking a little more frazzled, and the Doctor merely said flatly. "Six." Her face contorted, and the Doctor stepped away from her towards her aide. They all watched as he whispered a few words to him, before walking away, past all of them and Rose and Lily followed him as he walked off. Jackie and Mickey followed just behind, and as they were walking off, they heard Harriet Jones crying out after them: "Doctor. Doctor! What did you do? What was that? What did he say? What did you say, Doctor? Doctor!" But the Doctor didn't even so much as turn his head.

* * *

Lily was helping Jackie prepare Christmas dinner, brushing off Jackie's efforts to help with the chicken, suggesting she rest and catch up with Rose while Mickey gave her the thumbs up behind Jackie's back. They were just beginning to tuck in to dinner when the Doctor walked in through the front door. Lily's heart fluttered for a moment as she saw him standing there in a dark brown pinstripe suit with a matching tie and a light brown, long overcoat. She looked over at Rose to see her smiling happily and turned to see an answering smile appear on the Doctor's face. Lily felt a small smile on her own face as she watched them, ignoring the slightly sinking feeling in her chest. What she didn't notice was the Doctor's eyes sliding to her as she turned back to Jackie and Mickey. Rose noticed but as the Doctor approached and sat down next to her, she chose to ignore her own heart slightly fall.

And so the Tyler's spent a very Merry Christmas with Mickey and the Doctor, pulling Christmas crackers over roast chicken, vegetables, and wine. At one point, just as Rose had pulled a cracker with the Doctor and was placing a pink crown on her head, Rose suddenly pointed at the TV saying: "Look, it's Harriet Jones." They all turned to see a very harried Harriet Jones fielding reporters as the caption read "PM Health Scare: Unfit for duty?"

Lily turned to see the Doctor's reaction and blinked to see him wearing brown, square-shaped spectacles as he watched Harriet Jones on the TV with a hard expression. Lily quietly searched the Doctor's face as his face stayed set in the hard expression she had seen a few times earlier that day. Rose saw her cousin watching the Doctor and was about to turn when the phone rang, pulling her attention to Jackie who blustered a greeting to Bev. Lily continued to watch as the Doctor's face quickly schooled itself into his usual cheery self as he pulled his glasses off and Jackie began to usher everyone outside.

"What is it?" Lily asked, and Jackie shrugged. "I dunno, Bev just says go look outside." As they were all piling out, Lily stopped the Doctor with a hand on his arm. He looked down at her curiously as she looked up at him. But as she opened her mouth, Jackie grabbed them and pulled them out squealing about snow. They followed everyone out as Rose laughed happily. Lily smiled too as Mickey threw some white slush at them.

"Oh it's beautiful." Rose said softly as she looked up at the sky. Bright lights flashed past in streaks through the night sky. "What are they, meteors?" She asked as the Doctor stopped beside her. "It's the spaceship breaking up in the atmosphere. This isn't snow, it's ash." The Doctor replied bluntly.

Lily wrinkled her nose as Rose muttered "Okay, not so beautiful." The Doctor huffed out a breath of air as he mused. "This is a brand new planet Earth. No denying the existence of aliens now. Everyone saw it. Everything's new." "And what about you?" Rose asked nervously as Lily and Jackie stepped closer. "What are you doing to do next?"

"Well," the Doctor began, looking between the Tardis and Rose,"back to the Tardis. Same old life." Rose gulped as she stuttered out, "On your own?" "Why, don't you want to come?" The Doctor asked, sounding slightly nervous himself.

"Well, yeah." Rose said as though it was obvious and the Doctor fired right back at her in a serious tone: "Do you though?" "Yeah!" Rose answered immediately, starting to become agitated in her nervous state. The Doctor nodded looking slightly anxious as he said softly: "I just thought, because I changed…" And Rose smiled. "Yeah, I thought, because you changed…" her smile faltered slightly as she went on bravely, "you might not want me anymore."

"Oh, I'd love you to come." The Doctor said quickly and Lily smiled, a little wistfully, as Rose responded enthusiastically: "Okay!" "You're never going to stay, are you?" Mickey asked sadly. Rose turned to him, as though just remembering he was there. "There's just so much out there." She said softly, asking him to understand. "So much to see. I've got to."

"Yeah." Mickey agreed with a sad smile, and Lily's smile also turned sad as she recognized Mickey finally letting Rose go. She reached over to squeeze Mickey's hand and the Doctor noticed. "Well, I reckon you're mad the pair of you." Jackie interjected as she huffed and Lily smiled at her aunt. "It's like you go looking for trouble," Jackie continued.

"Oh, Trouble's just the bits in-between." The Doctor laughed as he bounded over to her. "It's all waiting out there, Jackie," he murmured as he wrapped an arm around her shoulder, "and it's brand new to me. All those planets, and creatures and horizons. I haven't seen them yet! Not with these eyes." He paused as he stood before Lily, before looking down at her. She gazed up at him with bright hazel eyes, eyes that he had noticed for their intelligent gleam the first time he'd stumbled out the Tardis as a new Doctor. Eyes that held spirit and hope but also anger and kindness. He looked down at her now and asked: "Do you want to see?"

"See what?" Lily asked but she already knew what. Her face lit up as her eyes shone, ready to go on an adventure. Rose felt a twinge of jealousy but brushed it off when she saw her cousin's eager curiosity. "The universe." The Doctor answered. "Any where, any time." He watched as her eyes widened even further and she opened her mouth to accept.

But she paused, remembering how easily he changed persona, between the happy-go-lucky man before her now and the dark unforgiving man she had witnessed just hours earlier. Her face fell slightly as a frown appeared and she appraised the Doctor as he scrutinized her change in mood. She pursed her lips as she stared at him, staring into impossibly old brown eyes.

"Who are you?" She asked softly, and the Doctor's lips quirked into a half-smile as he watched her internal struggle. "The Doctor." He replied. "Just that, the Doctor?" She asked. "Just the Doctor." He agreed softly. They stared at each other some more, and she examined his eyes, the eyes that could look so cold but could also look so kind and loving. She moved her eyes over his shoulder at Rose, who gave her a small smile and nodded. Taking a deep breath, Lily looked back up at the Doctor who grinned and offered her his left hand. Lily took it and said, with a small smile. "Yes."

"Good." He said, before turning and heading back to Rose. "Next stop, the universe!" He said cheerily, before glancing at Rose. "And it is going to be fantastic." Rose smiled at him and he smiled back before reaching out his right hand for her. She glanced at it briefly.

"That hand of yours still gives me the creeps." Rose said, causing Lily to grin, before grasping it. They all looked up at the sky, watching the pieces of the Sycorax spaceship fly past. "So," Rose began, moving to stand close to the Doctor, "where're we going to go first."

Lily smiled broadly as the Doctor pondered. "Um…" he lifted the hand that still held Lily's and point off into the sky. "That way. No, hold on." He tilted his head slightly more and pointed a little more to the right. "That way." "That way?" Rose repeated. "Mhm" The Doctor said, looking at Rose. "What do you think?" Rose asked Lily and they both turned to her. Lily smirked. "That way." She agreed. The Doctor smiled as Rose grinned widely before hugging her cousin tightly.

"I'm so glad you're coming." She breathed and Lily hugged her back. "Me too." She sighed happily as the Doctor watched on with a small smile, ignoring the tugging of his two hearts.


	4. 2-1 New Earth

Lily stood with Rose outside the Tardis, saying farewell to Jackie Mickey. Lily hugged Mickey as Rose said goodbye to Jackie. "Take care of yourself." She murmured as she hugged the man who had become a good friend. "You too, and don't let that Doctor hurt you either." He said and Lily laughed. "I'll be careful." She promised cheekily as Rose finished up her goodbye. Lily moved to Jackie as Mickey and Rose embraced and Jackie hugged her tight. "You take good care of yourself, alright sweetheart?" Jackie said and Lily hugged her tight. "I will, Aunt Jackie. Look after my mum and dad while I'm gone, yeah?" She whispered and Jackie nodded. "Always." Jackie promised.

With that, the two girls waved farewell before climbing inside the Tardis. They grinned as the Doctor turned to face them and he sent them a smile back. The wheezing sound that had at first alarmed Lily started and now she stood in excited anticipation as the Doctor ran about, twirling dials, knobs and pulling levers.

"So, where are we going?" Rose asked just as excited and Lily peered over Rose's shoulder to see the Doctor's response. He grinned at them as he replied: "Further than we've ever gone before." Lily grinned at that and he smirked knowingly at her. "You're in for the best first experience ever!" He declared at her and Lily laughed as the Tardis began to wheeze again, signaling their arrival somewhere. Rose made to run to the door but the Doctor stopped her. She looked at him curiously but he gestured to Lily and Rose, catching on, stepped aside. Lily was staring with wide-eyed curiosity at the doors and she turned to the other two with shining eyes. The Doctor looked amused as he nodded and she took off, bouncing out the doors. Rose quickly followed her out, with the Doctor bringing up the rear.

Lily stared around in awe, watching cars zoom above her head. "It's the year five billion and twenty three." The Doctor proclaimed as Lily continued to look around excitedly. She was standing on a bank near a river, and right across was a huge city with skyscrapers towering up high into the sky. "We're in the galaxy M87, and this? This is New Earth." The Doctor finished.

"That's just. That's just." Rose began, looking around in awe. "Not bad. Not bad at all." The Doctor laughed as he agreed. "It's beautiful." Lily sighed and the Doctor grinned at her.

"That's amazing." Rose agreed. "I'll never get used to this. Never. Different ground beneath my feet," Rose jumped up and down to emphasize her point, "different sky." "Imagine how I feel." Lily laughed and Rose grinned at her. "Remember that I've been in your shoes!" Rose laughed back and the two girls were almost giddy with excitement.

"What's that smell?" Rose asked as Lily also sniffed. "Smells like apples." Lily commented and the Doctor grinned as he bent down and picked up some of the grass to sniff. "Apple grass." He stated.

"Apple grass." Both girls repeated, Rose cheerily and Lily amusedly. "What will they think of next?" Lily teased as the Doctor laughed. "It's beautiful," Rose sighed, "Oh, I love this. Can I just say, travelling with you, I love it. Both of you." She added, smiling at Lily who grinned back.

"Me too." The Doctor smiled at Rose, and Lily grinned. "Me three." She chimed and they all laughed before the Doctor dragged Rose off as he called. "Come on!" Lily laughed as Rose shouted happily and followed, taking in all the sights.

The Doctor stopped on a hillside and, taking his long coat off, he set it on the ground gesturing at the girls to sit down. He and Rose lay back while Lily sat beside Rose, staring up at the cars zooming overhead.

"So, the year five billion, the sun expands, the Earth gets roasted." The Doctor began and Lily snorted. "Well, aren't you cheery." She muttered and the Doctor grinned at her. "That was our first date." Rose reminisced and Lily laughed at the thought.

"We had chips." The Doctor agreed before continuing. "So anyway, planet gone, all rocks and dust, but the human race lives on, spread out across the stars. Soon as the Earth burns up, oh yeah," he chuckled, "they get all nostalgic, big revival movement, but then find this place." He sat up, leaning back on his elbows. "Same size as Earth, same air, same orbit. Lovely. Call goes out, the humans move in."

"What's the city called?" Rose asked as Lily wondered the same thing. The Doctor grinned mischievously as he replied: "New New York."

"You're joking." Lily said in disbelief at the same time Rose scoffed: "Oh, come on."

"It is." The Doctor defended. "It's the city of New New York. Strictly speaking, it's the fifteenth New York since the original, so that makes it New New New New New New New New New New New New New New York." he explained before catching sight of their expressions. Lily was looking at him highly amused while Rose was looking a bit contemplative. "What?" He asked.

"You're so different." Rose admitted and the Doctor raised an eyebrow. "New New Doctor." He offered and Rose laughed before the Doctor turned his attention to Lily. "And you?" He asked, and Lily shook her head. "It's just incredible, is all." She admitted and the Doctor smiled.

"Can we go and visit New New York, so good they named it twice?" Rose jested and the Doctor stood, picking up his jacket and forcing the other two onto their feet.

"Well," he said as he slipped his jacket back on, "I thought we might go there first." He nodded his head at two curved buildings that had the same green crescents painted on their sides. Lily frowned.

"Why, what is it?" Rose asked at the same time Lily asked: "What is that?"

"Some sort of hospital." The Doctor explained. "Green moon on the side. That's the universal symbol for hospitals." Lily looked at him impressed while he rummaged about in his pocket. "I got this." He showed them a pad that had blank paper until words wrote themselves across: 'Ward 26. Please Come.'. "A message on the psychic paper. Someone wants to see me." The Doctor finished.

"What's psychic paper?" Lily asked curiously and the Doctor looked at her. "Blank paper that allows me to show people whatever I want." He explained. "So, if you got a message on it, then someone sent it… telepathically?" Lily asked and he nodded.

"Very good." He said as Rose raised an eyebrow at the man. "Hmm, and I thought we were just sight-seeing." The Doctor looked at her sheepishly as Lily laughed and Rose grinned. Linking arms with the Doctor and Lily, she pulled them forward. "Come on, then. Let's go and buy some grapes." She teased and Lily laughed while the Doctor grinned.

* * *

"You aren't serious." Lily said in disbelief. "Bit rich coming from you." Rose agreed, as the pair followed the Doctor into the hospital lobby.

"I can't help it." The Doctor shrugged. "I don't like hospitals. They give me the creeps." "How can a Doctor dislike hospitals?" Lily asked, still disbelieving. This man was becoming stranger and stranger the more she got to know him. The Doctor shrugged again as an intercom stated: "The Pleasure Gardens will now take visitors carrying green or blue identification cards for the next fifteen minutes. Visitors are reminded that cuttings from the gardens are not permitted."

The three of them looked around as the Doctor led them further in. "Very smart. Not exactly NHS." Rose mumbled as the Doctor frowned. "No shop. I like the little shop." He whined and Lily suppressed a grin at his childish behavior.

"I thought this far in the future, they'd have cured everything." Rose mused and the Doctor opened his mouth to answer when Lily piped up, still examining a green terminal. "Well, the viruses probably keep mutating and adapting to new medications even as humans develop them."

The Doctor blinked as Rose grinned at her cousin. "Right," the Doctor muttered, before continuing, "Like she said, the human race moves on, but so do the viruses. It's an ongoing war."

Rose paused as she noticed that the nurses in their wimples and habits were, in fact, cats. "They're cats." She said amazed and a little freaked out, and Lily snorted. "Yes, well done, Sherlock." She teased and Rose elbowed her. Lily grinned back as the Doctor rejoined them, chiding softly. "Now, don't stare. Think what you look like to them, all…" he looked her up and down, "pink and yellow." Rose looked up at him offended but he ignored her, suddenly pointing at a corner and declaring: "That's where I'd put the shop. Right there." Lily wrinkled her nose and followed the Doctor, neither of them noticing that Rose had remained staring at the corner the Doctor had pointed out.

"You and your shop." Lily muttered and the Doctor grinned as they stepped into the elevator. "Ward 26, thanks!" He called, and they turned around to see Rose far behind.

"Rose!" Lily called and she turned and ran after them when the doors started to close. Lily blinked as Rose called out: "Hold on! Hold on!" Lily tried to press the open button but the doors simply slit shut anyways, leaving Rose behind.

"Oh, too late. I'm going up." The Doctor called through and Lily listened anxiously. "It's alright, there's another lift." Rose called back and Lily breathed in relief. "Ward 26." The Doctor reminded as they continued to move up. "And watch out for the disinfectant." Lily stared at him as she heard Rose shout. "Watch out for what?"

"The disinfectant!" The Doctor shouted. "The what?" Rose yelled. "The disinfectant!" Lily yelled and the Doctor gave up. "Oh, never mind, you'll find out." He mumbled. Lily looked at him. "So, what's the disinfectant?" She asked. The Doctor gave her a look. "You warned Rose but you don't know?" He asked and she shrugged. "I was just repeating you." She replied and the Doctor laughed at her, shaking his head.

"Commence, stage one disinfection." Lily jumped as she heard the automated voice. As she peered around to see where it had come from, green alarms beeped and suddenly she was hit with a jet of what felt like water. She shrieked while the Doctor calmly stood beneath the spray, even washing his hair in it as though he was in a shower.

Lily gasped as the spray stopped but right at that moment a puff of white powder hit her and Lily flinched while the Doctor watched her, amused. And finally, hot air blew from beneath them, the Doctor spreading out his arms and enjoying the moment. Lily rolled her eyes but giggled as her hair flew about her and she pulled her white shirt down to keep it from flying up. The doors slid open, and the two exited the elevator, the Doctor's hair slicked back and Lily's floating airily around her shoulders.

They were met by a veiled nurse, who led them into the ward 26 after the Doctor's inquiry. As they stepped in, Lily was impressed. She examined the circular, clean, white room.

"Nice place." The Doctor commented, echoing her thoughts. "No shop, downstairs." Lily rolled her eyes. Him and his shop. She thought. "I'd have a shop. Not a big one. Just a shop, so people can shop." The Doctor continued and the nurse removed her veil to stare at the Doctor. "The hospital is a place of healing." She answered and the Doctor shrugged. "A shop does some people the world of good. Not me." He added. "Other people."

"Like my Aunt Jackie." Lily chimed in and the Doctor grinned. "Exactly, see?" The nurse just stared before leading them further into the room. The Doctor looked around excitedly as Lily stared at all the strange symptoms the patients displayed.

"The Sisters of Plentitude take a lifelong vow to help, and to mend." The nurse explained as they passed a man with blood-red skin. Just then, they passed another open cubicle, and a prim woman glared at them as the Doctor paused to peer at the patient with raised eyebrows.

"Excuse me!" She said sharply, coming to stand before them. "Members of the public may only gaze upon the Duke of Manhattan with written permission from the Senate of New New York." Lily raised an eyebrow as the murmured. "That's Petrifold Regression, right?"

"I'm dying, sir." The Duke groaned out and Lily peered around the cross-looking woman to see that the overweight man lying in the bed was a grey color, his skin looking almost like stone. "A lifetime of charity and abstinence, and it ends like this." The Duke's voice faltered as he finished, and the woman immediately pounced on them. "Any statements made by the Duke of Manhattan may not be made public without official clearance." She said sternly, and Lily wondered what it must be like to constantly nag… or hear someone nag.

"Frau Clovis!" The Duke called, and the woman immediately returned to his side holding his hand. Lily sighed, feeling sorry for the man as the Doctor lowered his head slightly. "I'm so weak." The Duke murmured and Clovis turned back to them sharply. "Sister Jatt! A little privacy, please!" She snapped and the Sister led them away.

"He'll be up and about in no time." The Sister informed them. Lily's eyes widened and she stared at the nurse while the Doctor frowned. "I doubt it. Petrifold Regression?" He questioned. "He's turning to stone. There won't be a cure for, oh, a thousand years? He might be up and about, but only as a statue."

"He's really turning into stone?" Lily asked horrified and the Doctor gave her a sympathetic glance. "Have faith in the Sisterhood." The nurse interrupted and the Doctor's frown deepened slightly. The nurse ignored it and gestured around the room. "But is there no one here you recognize? It's rather unusual to visit without knowing the patient." She explained.

Lily noticed the Doctor staring intently at one corner of the room, and sure enough he said: "No, I think I've found him." Lily followed him as he moved towards what appeared to be a large face, sitting in a tank beside the circular windows. The face was groaning slightly, eyes closed in a restless sleep.

"Novice Hame, if I can leave this gentleman and lady in your care?" Sister Jatt asked the nurse adjusting the equipment beside the tank. Novice Hame bowed her head in acquiescence as the Doctor interjected. "Oh, I think my friend got lost. Rose Tyler, looks like this one but blonde." He gestured at Lily. "Could you ask at reception?"

"Certainly, sir." Sister Jatt left them as the Doctor turned back to the face. Looking closer, Lily could see dark veins running across the face, and his painful breaths tugged at her heart. "What's wrong with him?" She asked quietly and the Doctor shook his head, frowning.

"I'm afraid the Face of Boe is asleep." Novice Hamme murmured softly, drawing Lily's attention. "That's all he tends to do these days. Are you a friend, or…"

"We met just the once on Platform One." The Doctor admitted before glancing back at the Face of Boe. "What's wrong with him?" The novice's gaze turned sad as she murmured. "I'm so sorry. I thought you knew." She admitted. "The Face of Boe is dying."

Lily's heart fell as they all turned back to look at the Face. "Of what?" The Doctor asked quietly. "Old age." Novice Hame answered. "The one thing we can't cure. He's thousands of years old." She turned back to them, saying a little excitedly. "Some people say millions, although that's impossible." She ended in an embarrassed murmur.

"Oh, I don't know." The Doctor murmured. "I like impossible." He said with a grin and Lily smiled at that. The Doctor leaned down before the Face, addressing the Face. "I'm here." He murmured softly. "I look a bit different, but it's me. It's the Doctor." He placed a hand on the tank, but the Face of Boe didn't respond, just continued to breath heavily in painful moans. They stayed in silence for a while, Lily watching the Doctor's silent support for his friend.


	5. 2-2 Cassandra

"Hope, harmony, and health." A voice repeated over the intercom. "Hope, harmony, and health."

Lily looked up as the Doctor returned, carrying cups of water. The Doctor handed one to Novice Hame. "That's very kind." She murmured. "There's no need."

"You're the one working." The Doctor replied, passing another cup to Lily, who nodded in thanks. "There's not much to do, just maintain his smoke." Hame admitted. "And I suppose I'm company. I can hear him singing, sometimes, in my mind. Such ancient songs." Her eyes turned misty as she gazed reverently at the Face of Boe.

"Am I the only visitor?" The Doctor enquired, and Novice Hame sighed. "The rest of Boe-kind became extinct long ago. He's the only one left." She leaned in, whispering. "Legend says that the Face of Boe has watched the universe grow old. There's all sorts of superstitions around him." The Doctor smiled a knowing smile as Novice Hame spoke.

"What kind of superstitions?" Lily asked, intrigued and the Novice smiled at her. "One story says that just before his death, the Face of Boe will impart his great secret, that he will speak those words only to one like himself."

"What does that mean?" The Doctor asked, as Lily's eyes widened. She leaned in with interest, and Novice Hame turned away embarrassed. "It's just a story." She murmured.

"Tell me the rest." The Doctor encouraged and Hame looked at him. "It's said he'll talk to a wanderer, and his companion. To the man without a home- the lonely God- and the keeper of his hearts."

"Hearts?" Lily questioned, glancing at the Doctor who's face remained impassive. "So legend has it." Hame shrugged. They stayed in silence for a while longer, before Novice Hame moved off to restock on the Face of Boe's smoke supply. Lily looked around, frowning.

"Doctor," she called. "Mmm?" He asked, not looking away from the sleeping face before them. "Where's Rose? Shouldn't she have arrived by now?" Lily asked worriedly and the Doctor frowned. "You're right." He said, looking around. "She should've gotten here ages ago. Maybe we should give her a ring." He wandered out the ward, Lily following. He stopped next to a phone booth and paused.

"What's her cell number?" He asked. Lily looked from him to the phone. "You can't be serious. Will her number still work in the year five billion?" "Five billion and twenty three." The Doctor corrected with a grin. "And we won't know until we try!" He looked at her expectantly and Lily conceded. She called out the numbers as he punched them in, and they waited while it rang.

"Where've you been?" The Doctor asked when Rose presumably answered. He raised his eyebrows at Lily in a I-told-you-so fashion as he continued. "How long does it take to get to Ward 26?" He questioned. There was a slight pause as Rose responded and he smiled before he continued excitedly. "You'll never guess. I'm with the Face of Boe. Remember him?" Lily frowned, noticing some commotion in the ward. She tugged on the Doctor's sleeve and he turned to her with a "Hmm?". Lily pointed to where people stood around the Duke of Manhattan. The Doctor's smile dropped as he frowned. "I'd better go, see you in a minute." The Doctor abruptly hung up on Rose. Lily made a sound of protest, wondering how he could be so rude, but the Doctor has already taken off towards the Duke. Lily followed exasperated but slowed as she saw what the commotion had been about.

The Duke was chatting happily to Clovis, a glass of champagne in his hand. When he spotted them, he called out cheerily. "It's that man and girl again!" The Doctor gave a fake smile as the Lily stared at the now pink man. "They're my good luck charm. Come in. Don't be shy." He chortled and the Doctor stepped closer, his smile dropping as he examined the Duke's healthy complexion.

"Any friendship expressed by the Duke of Manhattan does not constitute a form of legal contract." Clovis informed them and the Doctor nodded dismissively. "Winch me up." The Duke whispered to her, and Lily leaned in to the Doctor. "I thought you said there wouldn't be a cure for him for at least another thousand years." She whispered and the Doctor nodded. "There shouldn't be." He murmured back as the Duke cried out. "Up! Look at me. No sign of infection."

"Champagne, sir?" A waiter came up offering two glasses. "No, thanks." The Doctor replied, staring intently at the Duke. "You had Petrifold Regression, right?" He checked as the waiter turned to Lily. "Champagne, miss?" He asked and Lily shook her head as the Doctor waved the waiter away. "She's too young." He muttered and Lily looked at him offended. "Oi!" She said but the Doctor ignored her.

"That being the operative word." The Duke boomed in reply to the Doctor's question. "'Had'. Past tense. Completely cured." "But that's impossible." The Doctor said in disbelief as the head nurse appeared behind him. "Primitive species would accuse us of magic, but it's merely the tender application of science." The nurse, whom Lily recognized as the one she'd seen being called Matron Casp, explained and the Doctor turned to her with a furrowed brow.

"How on Earth did you cure him?" He asked lowly, and she smiled at him. Lily stepped closer to the Doctor, not liking the feeling she was getting from the matron. "How on New Earth, you might say." Matron Casp replied. The Doctor continued to furrow his brow and he nodded at the IV attached to the Duke.

"What's in that solution?" He asked suspiciously. "A simple remedy." The matron answered calmly and Lily suppressed a shudder. "Then tell me what it is." The Doctor said in a low tone that bordered on dangerous. "I'm sorry." Matron Casp looked between the pair, before focusing back on the Doctor. "Patient confidentiality. I don't believe we've met." She said with a slight sneer. "My name is Matron Casp."

"This is Lily, and I'm the Doctor." The Doctor replied, and he plastered a fake smile on his face. Lily continued to watch the matron warily as she replied a little condescendingly. "I think you'll find that we're the doctors here."

"Matron Casp, you're needed in Intensive Care." Nurse Jatt interrupted and Lily frowned. "If you would excuse me." Casp left the pair, talking lowly with Jatt as the Doctor watched them leave, the smile slipping off his face as he watched them go.

"Something's not right here." Lily muttered. "I don't trust them at all." The Doctor glanced at her before he whipped out his glasses and began to examine all the IV solution bags in the room. He peered at the multicolored solutions, and wandered around as Lily followed, an uneasy feeling building in her as she looked at the patients. Right then, she spotted Rose standing at the entrance.

"Rose!" She exclaimed, and received the oddest look from her cousin- it was as though she hadn't recognized her immediately- before a smile was plastered on her face. Lily blinked in confusion as the Doctor looked up. "There you are." The Doctor hurried over and pulled Rose and Lily over. "Come and look at this patient." He stopped beside the red man Lily had seen earlier. "Marconi's Disease." The Doctor explained, removing his glasses. "Should take years to recover. Two days. I've never seen anything like it. They've invented a cell washing cascade. It's amazing. Their medical science is way advanced." Lily frowned before the Doctor turned. "And this one." He pointed out a man who's skin was as white as the sheets and walls around them. "Pallidome Pancrosis. Kills you in ten minutes, and he's fine."

Lily frowned. "But how?" She asked. "How can they do all this- you've said yourself, it's impossible." The Doctor nodded, and began to lead them out the ward, leaning in conspiratorially. "I need to find a terminal." He whispered. "I've got to see how they do this. Because if they've got the best medicine in the world, then why is it such a secret?" He asked darkly.

"I can't Adam and Eve it." Rose said and Lily frowned at her. _Why does she sound so funny?_ She thought. The Doctor clearly thought so too as he asked confused: "What's, what's, what's with the voice?"

"Oh, I don't know." Rose shrugged lightly. "Just larking about. New Earth," her gaze swept the Doctor's frame, "new me." She said in a sultry voice, and Lily's frown deepened. _What is wrong with her?_ She thought. The Doctor looked at her funny for a second before saying: "Well, I can talk. New New Doctor." He joked, and Rose smiled seductively.

"Mmm, aren't you just." She murmured when she suddenly grabbed the Doctor's head and pulled him down into a long and hard kiss. Lily's mouth fell open in absolute shock- something was very wrong with Rose for her to act this way. The pair before her broke apart, the Doctor standing in absolute shock as Rose breathed heavily. Tucking her hair behind her, she said rather breathlessly: "Terminal's this way." She turned away, blowing out air as she flicked her hair. Lily stood speechless, watching Rose's strange antics. She saw the Doctor staring after Rose with a dumbfounded expression and she wondered if he'd also noticed her odd behavior.

"Yep." The Doctor let out in a small squeak, before he straightened his tie and fixed his hair. "Still got it." Lily smacked her head into her hand as the Doctor sauntered after Rose. _Men_. She thought as she followed.

She joined them to find the Doctor beginning to check out the terminal, looking through all the files.

"Nope, nothing odd. Surgery, post-op, nano-dentistry. No sign of a shop. They should have a shop." He muttered. "Oh, give it a rest about your shop." Lily snapped and the Doctor frowned.

"No, it's missing something else." Rose interrupted, stepping closer to the terminal. "When I was downstairs, those Nurse Cat Nuns were talking about Intensive Care. Where is it?" She asked, still in her funny posh voice.

"You're right." The Doctor confirmed, before looking her up and down. "Well done." He said slowly. "Why would they hide a whole department?" Rose continued. "It's got to be there somewhere. Search the sub-frame." She ordered and Lily frowned. When did Rose get so clever? And not in a nice way, either.

"What if the sub-frame's locked?" The Doctor pointed out as he pulled out his sonic screwdriver. "Try the installation protocol." Rose said in a duh-voice, and Lily's frown deepened. _Yup, definitely ruder_. "Yeah. Of course. Sorry." The Doctor muttered. "Hold on." He beamed his screwdriver on the interface, when suddenly there was a whirring sound. The three of them stepped back as the whole terminal slid back and up, revealing a very suspicious passageway. Lily was surprised when Rose pushed past first, with a smirk on her face. She glanced at the Doctor and saw him give her back an appraising look. He caught her gaze and they shared a look before they followed 'Rose'.

"Intensive Care." The Doctor murmured as they entered. "Certainly looks intensive." Lily nodded in agreement. The tunnel was lined with dark material, with metal pipes lining all over the walls and floors. The three walked down a flight of stairs, Lily taking everything in. It looked more like a factory warehouse than a hospital, she noted. They then stepped further in and she gazed around in wonder. The whole wall was lined by what looked like green pods. Looking around, she saw that the pods lined all around, and on every floor, creating a giant coliseum.

At this point, the Doctor moved ahead, leading the two girls down further to examine the pods. "What are they?" Lily asked, as the Doctor stopped before one. He didn't reply as he used his sonic screwdriver to open one of the cells, and as he pulled open the door Lily gasped in horror. Her hand flew to her mouth and tears sprang to her eyes as she stared at the man locked inside, red and bloodied rashes covering every inch of his skin. "Oh my God." She breathed.

"That's disgusting." Rose muttered. "What's wrong with him?" She asked the Doctor as Lily swallowed heavily, unable to turn away from the pitiful man. "I'm sorry." The Doctor whispered, horrified. "I'm so sorry." The man didn't show any reaction as his blank eyes stared ahead, and Lily suppressed a sob. The Doctor slowly closed the door, blocking their view of the man. He quickly moved to the next cell, opening it with his sonic once more while Rose looked on in interest and Lily hung her head, struggling against her emotions. This time, she saw a woman with boils covering her skin, her veins sticking out in black lines and her eyes also staring emptily at them.

"What disease is that?" Rose asked in disgust. "All of them." The Doctor replied in a low voice. "Every single disease in the galaxy. They've been infected with everything." "Why?" Lily whispered and the Doctor simply turned to look at her.

"What about us?" Rose asked worriedly. "Are we safe?" Lily blinked at her as the Doctor replied coldly. "The air's sterile. Just don't touch them." He closed the door gently, before moving on his face hard. He leaned against the railing, looking around the huge room.

"How many patients are there?" Rose wondered. "They're not patients." The Doctor said darkly. "They're sick." Rose answered, confused. "They were born sick. They're meant to be sick. They exist to be sick." The Doctor snapped as he looked around the room in anger. "Lab rats." Lily closed her eyes as the Doctor said bitterly. "No wonder the Sisters have got a cure for everything. They've built the ultimate research laboratory. A human farm."

"Clones born implanted with every disease in the universe." Lily said quietly, horrified and the Doctor looked at her his hard expression melting just a little bit as he took in her wide young eyes filled with the pain of understanding. He strode back the way they had come.

"Why don't they just die?" Rose asked and Lily stopped to stare at her insensitivity. _Who are you?_ She wondered as the Doctor also stopped before one of the cells. "Plague carriers." He explained. "The last to go."

"It's for a greater cause." Lily's head whipped around to see Novice Hame at the end of the passage, coming towards them. "Novice Hame." The Doctor said with narrowed eyes. "When you took your vows, did you agree to this?"

"The Sisterhood has sworn to help." Hame began, and the Doctor's calm façade broke. "What, by killing?!" He shouted, his face contorting with anger.

"They're not real people." Hame protested and Lily felt sick. "They're specially grown. They have no proper existence." Lily's heart stopped- how could they be so cruel?

"What's the turnover, hmm?" The Doctor demanded, slowly approaching Hame. "Thousand a day? Thousand the next? Thousand the next? How many thousands, for how many years? How many!" He shouted angrily but Novice Hame replied calmly, begging him to understand. "Mankind needed us. They came to this planet with so many illnesses. We couldn't cope. We did try. We tried everything. We tried using clone-meat and bio-cattle, but the results were too slow, so the Sisterhood grew its own flesh. That's all they are. Flesh."

"That is sick." Lily said revolted. "They're living people!"

"These people are alive." The Doctor agreed, pointing a shaking hand at one cell. "But think of those Humans out there, healthy and happy, because of us." Hame protested and Lily's stomach turned over. "If they live because of this, then life is worthless." The Doctor said seriously, spitting the last bit at Hame. She stared at him with wide eyes. "But who are you to decide that?" She asked rhetorically but Lily said: "He's the Doctor" at the same time the Doctor spat: "I'm the Doctor. And if you don't like it, if you want to take it to a higher authority, then there isn't one. It stops with me." He spoke darkly, his face set in a cold expression and Hame opened her mouth when Rose chimed in.

"Just to confirm." She leaned around the Doctor to speak to Hame. "None of the humans in the city actually know about this?" "We thought it best not." Hame replied as Lily stared at Rose mouth agape. "Seriously, that's what you want to know?" Lily asked.

"Hold on," the Doctor interrupted. "I can understand the bodies. I can understand your vows." He looked very seriously at Hame. "One thing I can't understand: What have you done to Rose?" Lily saw Rose look at the Doctor in alarm as Hame stuttered confused. "I don't know what you mean."

"And I'm being very, very calm." The Doctor warned, his voice dark with suppressed anger. "You want to be aware of that. Very, very calm. And the only reason I'm being so very, very calm is that the brain is a delicate thing. Whatever you've done to Rose's head, I want it reversed."

"And I want her back unharmed, please." Lily added in a hard voice. "We haven't done anything." Hame protested and Lily examined her. _She's telling the truth_. She realized. "I'm perfectly fine." Rose tried to convince the Doctor in her silly new voice and Lily realized something else was going on here.

"These people are dying, and Rose would care." The Doctor bit out, and Lily turned to him. "I think she's telling the truth." She said, gesturing at Hame before turning to face Rose directly. "You aren't Rose, who are you?" She demanded.

"Ugh." Rose's fake smile dropped as she looked at Lily in disgust. "Alright, clever clogs." She said in a suddenly much darker voice, before turning to face the Doctor. "Smarty pants." She mocked, pulling out his tie. "Lady-killer." She whispered, tightening the tie.

"What's happened to you?" The Doctor asked in a low voice, his face an angry mask. "I knew something was going on in this hospital, but I needed this body," she gestured down with her eyes, "and your mind to find it out." 'Rose' whispered.

"You know what, answer Lily's question: Who are you?" The Doctor asked, frowning down at her. 'Rose' leaned in to whisper in his ear. "The last human." Lily frowned, not understanding while the Doctor's face contorted in confusion. "Cassandra?" He asked, looking at her.

"Wake up and smell the perfume." Cassandra rushed, and sprayed something in the Doctor's face. Immediately, he passed out. "Doctor!" Lily cried, rushing towards him. Cassandra turned around and sprayed Lily in the face. She passed out dead, falling next to the Doctor.

* * *

Lily groaned as she woke up groggily. "Lily?" She heard a confused voice and she peered to see the Doctor's face right against hers. She jerked back only to bash her head against a wall. Looking around in alarm, she realized they were trapped, squeezed into one of the cells, its light casting a green-ish hue on them. The Doctor was chained into the patient bar, and Lily's hands were cuffed behind him, wrapping her arms around him. The Doctor also realized this and he yelled, causing Lily to wince as his mouth was right above her ear.

"Let me out! Let me out!"

"Aren't you lucky there was a spare." Lily glared as Rose's outline appeared in front of them. "Standing room only." She jeered and Lily squirmed. "You think?" She asked sarcastically as she tried to move but there wasn't any space- she was already pressed up against the Doctor.

"You've stolen Rose's body." The Doctor accused, ignoring Lily. "Over the years, I've thought of a thousand ways to kill you, Doctor. And now, that's exactly what I've got." Cassandra smirked maliciously. "One thousand diseases. They pump the patients with a top-up every ten minutes. You've got about three minutes left. Enjoy."

"What'd you ever do to her?" Lily gasped as she wriggled. "Just let Rose go, Cassandra." The Doctor warned before glancing down at Lily. "Stop moving!" He complained. "Oh, I will." Cassandra replied before Lily could say anything. "As soon as you're dealt with and I've found someone younger, and less common, then I'll junk her with the waste." Lily's face paled as the Doctor's darkened. "Now hushaby. It's showtime." And with that Cassandra left them.

"Anything we can do to help?" Lily heard Jatt's voice and she wriggled. "I said stop that." The Doctor complained as Lily wriggled again. "I can't help it, it's uncomfortable!" Lily whined. "Can we stop her? And get Rose back?" She asked and the Doctor closed his eyes. "I hope so." He muttered before glancing around. "Come on, think! Think!" The two searched with their eyes desperately trying to find a way out but Lily's heart sank as she realized there was no way to open the door from the inside. "What about your screwdriver?" She asked and the Doctor groaned. "Can't reach it!" He jerked his head towards his jacket pocket as he squirmed against her. Suddenly, his leg pressed against hers at a specific angle, and Lily's eyes widened. He immediately stopped moving as well; his eyes blinked and he awkwardly pulled away again as Lily's face heated up.

"Right, well." He mumbled and Lily shook her head, clearing it quickly. Just then an alarm blared and the manacles on the Doctor unlocked. He quickly reached into his jacket and pulled out his sonic screwdriver, pointing it behind him and unlocking Lily's cuffs. She pushed them off and they stumbled out of the now unlocked cell.

Lily gasped in horror as she saw the infected people stepping dazedly out of their own cells.

"What've you done?!" The Doctor asked in horror. "Gave the system a shot of adrenaline, just to wake them up. See you!" She ran off, followed by a strange man covered in markings. "Don't touch them!" The Doctor shouted warningly. "Whatever you do, don't touch!" He grabbed Lily's hand and pulled her along as he tore after Rose's body.

Suddenly sparks flew everywhere as the locks on all the cells blew up. Cassandra shrieked as they ran, the Doctor pulling Lily closer and shielding her from the sparks. They stopped at a catwalk, and the Doctor released Lily's hand to lean against the railings as they stared in horror around the room. Every single cell had been opened, and all the infected people were now free.

"Oh, my God." Cassandra gasped as the Doctor ground out between clenched jaws. "What the hell have you done?" "It wasn't me." Cassandra protested and Lily asked, horrified. "What possessed you to open the cells?" And Cassandra cried: "I was just doing it to threaten them into paying me." "You did this for money?!" Lily asked incredulously as the Doctor bit out angrily: "One touch and you get every disease in the world, and I want that body safe, Cassandra!" Lily gasped as she saw patients heading towards them down the stairs and the Doctor ordered: "We've got to go down."

"But there're thousands of them." Cassandra protested. "Run!" The Doctor yelled and Cassandra squealed as she followed orders. He pushed Lily ahead and they followed Cassandra as the Doctor continued to yell. "Down! Down! Go down!" Cassandra squealed the whole way down, as the group rushed down flight after flight of stairs while an intercom sounded over the noise: "This building is under quarantine. Repeat…". Cassandra burst through a door at the end, heading straight for a call lift.

"No, the lifts have closed down. That's the quarantine, nothing's moving." The Doctor said, exasperated. "This way!" Cassandra yelled, running past them and leading them down a series of tunnels, pipes lining the walls. Lily followed, the Doctor behind, followed at the end by the strange man. Lily yelped as infected people turned a corner before them, barely squeezing past after Cassandra, the Doctor hot on her heels. She heard a cry of fear and turned to see that the strange man was trapped, unable to reach them as the infected people stood between them.

"Look out!" She cried as the Doctor yelled in horror: "Someone will touch him!"

"Leave him!" Cassandra snapped at them. "He's just a clone thing. He's only got a half life. Come on!" She tugged on the Doctor's arm before dashing off and the Doctor looked at the man helplessly. "Mistress!" The clone cried in fear, and the Doctor reached out apologetically. "I'm sorry, I can't let her escape." He cried in despair, before turning, grabbing Lily's hand on the way as she stood rooted to the spot, staring at the poor, loyal servant abandoned by his mistress.

"My Mistress!" She heard the man cry sorrowfully and she pulled away from the Doctor to run closer to Cassandra. "How could you leave him?!" She yelled. "Oh, shut up!" Cassandra snapped. They ran into a concrete room, the Doctor slamming the door behind them as Cassandra rushed to the other side. She wrenched open a back door, but shrieked as she was met by diseased people. She slammed the door shut and turned to face the Doctor. "We're trapped." She cried in fear. "What're we going to do?"

The Doctor stared at her unimpressed. "Well, for starters," he bit out, "you're going to leave that body. That psychograft," he pointed his sonic at a strange contraption in the corner of the room. "is banned on every civilized planet. You're compressing Rose to death." He accused and Lily gasped.

"But I've got nowhere to go." Cassandra admitted with a snap. "My original skin's dead."

"Not my problem." The Doctor scorned. "You can float as atoms in the air. Now, get out." Cassandra stared at him defiantly and the Doctor raised his sonic at her. "Give her back to me." The Doctor ordered.

"You asked for it." Cassandra warned. Lily watched in horror as Rose seemed to heave a large sigh before the Doctor reeled back, clutching his chest. Lily stepped forward in concern, unsure of who to help.

"Blimey, my head." Rose groaned, holding her head and Lily chose to stand by her cousin. Rose clutched Lily's offered arm as she cleared her head. She looked around, confused. "Where'd she go?" She asked puzzled and Lily bit her lip. She had a sneaking suspicion but she prayed to God that she was wrong.

"Oh, my." The Doctor turned slightly and Lily's heart sank at his rather feminine tone. She turned to see the Doctor standing with his hands lifted in a prim posture as he turned around, examining himself awkwardly. "This is different." He murmured as Rose and Lily stared, horrified.

"Cassandra?" Rose asked, and Cassandra answered in the Doctor's voice. "Goodness me. I'm a man. So many parts." She twitched. "And hardly used." She said in an amused voice before her chest jerked. "Oh, oh, two hearts!" She said in a mixture of disgust and amusement. "Oh, baby, I'm beating out a samba!" She cried as she continued to jerk her chest.

"Get out of him." Rose demanded but Cassandra ignored him. "Oh~ he's slim." She admired, running a hand down her side. "And a little bit foxy." She said sexily and Lily didn't know if she wanted to laugh or cry. "You've thought so too." Cassandra wiggled her eyebrows at Rose, and Rose averted her eyes in mortification. "I've been inside your head. You've been looking." Cassandra approached them, leering at Rose. "You like it." She leered at Rose and Lily really didn't want to hear any more about her cousin's fantasies.

So she wasn't sure if she was more terrified or grateful when the door burst open, and they turned to see the infected people began to enter. "What do we do? What would he do? The Doctor, what the hell would he do?" Cassandra panicked, and Rose and Lily quickly looked around, scanning the room. Rose spied the ladder behind them. "We've got to get up." She said, starting for the ladder but Cassandra pulled her away, shoving her aside.

"Out of the way, blondie." She cried. "Rose!" Lily said alarmed and Rose turned to spot the patients getting closer. She spun back around and quickly climbed up, Lily following right behind.

"If you get out of the Doctor's body, he can think of something." Rose called to Cassandra as they climbed and Cassandra rolled her eyes. "yap, yap, yap. God, it was tedious inside your head. Hormone city." Cassandra muttered. "We're going to die if-" Rose began when a yelp below broke her off. She peered down to see Lily struggling against Matron Casp, who had grabbed the girl's ankle.

"Get off!" Lily yelled, as Casp tugged at her. "All our good work. All that healing. The good name of the Sisterhood. You have destroyed everything!" Casp snarled at her and Cassandra rolled her eyes again. "Go and play with a ball of string." Cassandra retorted, but Casp continued, gripping Lily's ankle harder. "Everywhere, disease! This is the human world. Sickness!" Suddenly her grip faltered and Lily climbed a few rungs to escape. She paused when she heard the matron's agonized cries. Peering down, she saw an infected arm grasping Casp's leg, and watched as boils broke out on Casp's face. She let go of the railing in pain, and Lily watched in terror as she fell to her death, screaming. The three of them stared in horror as the infected patients crawled up towards them.

"Go!" Lily screamed, and Rose yelled at Cassandra: "Move!" Cassandra whimpered and climbed as fast as she could, Rose and Lily right behind her. They reached the end of the ladder and Cassandra tried the doors to the next level but they wouldn't open.

"Help us." A voice rasped below them and Rose and Lily peered down in fear as the patients got slowly closer. "Now what do we do?" Cassandra asked desperately and Rose said exasperated. "Use the sonic screwdriver." Cassandra reached into the Doctor's jacket pocket and pulled it out. "You mean this thing?" She asked in disgust, pinching it between her hands. Lily rolled her eyes in exasperation as Rose said irritably: "Yes, I mean that thing."

"Well, I don't know how." Cassandra whined. "The Doctor's hidden away all his thoughts." "Cassandra, go back into me." Rose said in irritation. "The Doctor can open it." Cassandra gave her a look of disgust as Lily called. "They're coming!"

"Do it!" Rose yelled urgently. "Hold on tight." Cassandra sneered, and Lily looked up to see the Doctor's face contort. He released a gasp of air as Rose staggered precariously. Lily held her in alarm, when Rose rolled her eyes. "Oh, chavtastic again." Cassandra grumbled. "Open it!" She ordered the Doctor. "Not till you get out of her." The Doctor said sternly.

"We need the Doctor." Cassandra said in exasperation and Lily sighed. "I order you to leave her." The Doctor snapped angrily. Cassandra gripped the ladder, and switched back into the Doctor. "No matter how difficult the situation, there is no need to shout." She grumbled and Lily and Rose groaned. "Cassandra, get out of him!" Rose bit out. "But I can't go into you, he simply refuses. He's so rude." Cassandra whined. "I don't care." Rose retorted. "Just do something!" She said, fear tingeing her voice and Lily sighed. _I'm so going to regret this._

"Cassandra." Rose and Cassandra looked down at Lily. "Go into me." She urged. Cassandra appraised her. "Hmm…" She murmured. "Cassandra don't you dare-" Rose began but it was too late. Lily felt something invade her mind. Her grip slacked briefly on the ladder as she lost control.


	6. 2-3 Healing

Cassandra opened Lily's eyes as the Doctor quickly soniced the door open. He reach out, pulling Rose in. "Nice to have you back." He muttered to her before Cassandra hopped Lily's body up next to them. The Doctor soniced the door shut, turning to Cassandra angrily. "This is your last warning, Cassandra! Get out of Lily!" The Doctor snapped at her angrily.

"Oh, shut up!" Cassandra glared at him, before looking down and examining herself. "Oh, I like her. Pretty figure, not a bad face," Cassandra ran a hand down her sides, checking Lily's body out. "And best of all, she's not raging in hormones." She scorned and Rose scoffed. "Although her thoughts are still annoying." Cassandra said, irritated and the Doctor lifted the sonic at her menacingly. "Cassandra-" he started but they were interrupted by banging on the doors.

"Come on!" Cassandra snapped, pushing past them towards the ward. The Doctor pushed open a door, and they stepped through into ward 26. Cassandra jumped as Frau Clovis charged at them, holding up a steel chair so that it's legs were pointed at them menacingly.

"We're safe, we're safe, we're safe!" The Doctor raised a hand hurriedly, pulling Lily's body behind him and shielding her and Rose with his body. "We're clean! We're clean!" He reassured her quickly. "Look, look." He lifted both hands and Rose and Cassandra copied him.

"Show me your skin." Clovis demanded as the others in the ward cowered along the walls. "Look, clean." The Doctor gestured as Rose nodded and Cassandra twisted to show her every inch of Lily that wasn't covered. "Look, if we'd been touched, we'd be dead." The Doctor continued, and Clovis finally lowered the stool. "So, how's it going up here? What's the status?" The Doctor demanded, shoving his screwdriver inside his jacket as Clovis answered. "There's nothing but silence from the other wards. I think we're the only ones left." She reported. "And I've been trying to override the quarantine. If I can trip a signal over to New New York, they can send a private executive squad." Cassandra started as Lily began to shout at her in her head.

"You can't do that." The Doctor unknowingly agreed with Lily. "If they forced entry, they'd break quarantine."

"I am not dying in here." Clovis snapped firmly. "We can't let a single particle of disease get out." Cassandra felt like she was hearing double between the Doctor and Lily's thoughts. "There is ten million people in that city. They'd all be at risk. Now, turn that off!" The Doctor snapped, gesturing at Clovis' hand-held communicator.

"Not if it gets me out." She retorted and the Doctor raised his eyebrows in disgust. "Alright, fine." He said in a low voice, thoroughly disgusted. "So I have to stop you lot as well. Suits me." He glared as he yelled. "Rose, novice Hame, Lily, everyone! Excuse me, your Grace," he added as he stepped past the Duke. "Get me the intravenous solutions for every single disease. Move it!" He ordered, pulling out his sonic. Everyone rushed to do as he said, while the Doctor aimed his screwdriver at the Duke's bed's winching system, pulling it apart and beginning to tie ropes around his body. Rose hurried over and soon all of them were hanging the solution bags onto the ropes on the Doctor.

"How's that? Will that do?" He asked as Cassandra stood attaching the last bag onto his chest. "I don't know. Will it do for what?" She asked before pausing and wincing. The Doctor noticed, and stared at her. "What's wrong?" He asked and Cassandra sighed. "This annoying girl is sniping at me." She muttered before snapping: "I'm not stupid!" The Doctor raised an eyebrow and suppressed a grin before moving out towards the lifts.

Rose and Cassandra followed, Rose frowning at the Doctor's actions while Cassandra said exasperated, "The lifts aren't working. I said I'm not stupid!" She shouted again and the Doctor answered, peering down the shaft before moving back. "Not moving. Different thing as I imagine Lily's told you. Here we go." He place the sonic screwdriver between his teeth and began to run at the elevator shaft as Cassandra cried: "But you're not going to-" "Doctor!" Rose cried out as the Doctor jumped in, grabbing the elevator cable.

"What do you think you're doing?" Cassandra cried, peering warily at him while Rose rushed to the edge, watching the Doctor. "I'm going down." The Doctor mumbled around the screwdriver as he wrapped the winch to the cable. Pulling the screwdriver out of his mouth, he soniced the winch, attaching it to the cable. "Ugh." Cassandra groaned and Rose called. "What do we do?"

"You stay here." He nodded at Rose before gesturing his head at Cassandra. "Come on!" "Not in a million years." Cassandra said vehemently while Rose frowned. "I need another pair of hands." The Doctor replied, before turning back to Rose. "Rose, get back, back to the ward." She did as she was told, still frowning. The Doctor turned back to Cassandra. "What do you think? If you're so desperate to stay alive, why don't you live a little?" He sneered and Cassandra blinked at him.

"Seal the door!" Clovis called. Both Rose and Cassandra jerked in surprise to see the infected people approaching. Rose ran quickly, making it back inside in time since she was right outside the door- Cassandra wasn't so lucky. Cassandra gasped, trapped. She wailed, before running and jumping onto the Doctor's back, clinging to him. "You're completely mad." Cassandra griped before pausing. "I can see why she likes you." She said in an amused voice and the Doctor shouted, ignoring her for the moment. "Going down!" He released the winch and the pair dropped, falling at an incredible pace. The Doctor whooped as Cassandra screamed.

"How can you be enjoying this?" She screamed at one point, although whether to Lily or the Doctor, he wasn't sure. Sparks flew as the Doctor cinched the winch again, slowing them down as they reached the elevator at the bottom.

Cassandra let go of him as their feet touched the elevator roof. "Well, that's one way to lose weight." She gasped, but the Doctor cut through her. "Now listen, when I say so, hold that lever." He said pointing it out to her. "It's still a quarantine down there, we can't-" She began but the Doctor shouted at her: "Hold that lever!" She jumped in surprise, and the Doctor had the oddest feeling in his chest. He felt guilty, seeing her hazel eyes widen as she looked at him in a mixture of indignation and fear. He knew she wasn't Lily at the moment but he couldn't shake the uncomfortable feeling away. He decided to ignore it for now, focusing back on the task at hand.

"I'm cooking up a cocktail." He muttered as he turned around, picking up the intravenous solution packs and Cassandra moved towards the lever. "I know a bit about medicine myself." He grunted as he pulled the packs open with his teeth, pouring them into the tank sitting on the elevator roof.

"I'm not stupid." Cassandra muttered as the Doctor worked. "Well, if you're so clever, why don't you explain it to me." She said petulantly. The Doctor had to snort at that as he emptied the last bag. "Now that lever's going to resist." He informed her, heading back to where she knelt. He opened the hatch, and looked her in the eye. "But keep it in position. Hold onto it with everything you've got."

"What about you?" Cassandra asked before sighing in exasperation. "How many times do I have to tell you, I'm not stupid!" The Doctor grinned at her. "Good for you Lily." Then he addressed Cassandra. "I've got an appointment. The Doctor is in!" He cried as he dropped down the hatch and into the lift.

He pointed the sonic at the door, opening it and peering out. "I'm in here. Come on!" He shouted and Cassandra griped at him: "Don't tell them!" But the Doctor ignored her, stepping as far against the back as he could while he ordered. "Pull that lever." Cassandra grunted as she pulled, the Doctor continuing to shout. "Come and get me! Come on! I'm in here! Come on!"

Cassandra frowned as an automated voice stated: "Commence stage one disinfection." "Hurry up! Come on! Come on, come on." The Doctor muttered. Lily smiled inside her head as she heard the spray, raining down on the Doctor and the people who entered the elevator.

"All they want to do is pass it on." The Doctor reveled in the moment, soaked through with solution. "Pass it on!" He shouted excitedly. "Pass on what? Pass on what?" Cassandra cried confused, gripping the lever as the Doctor shouted happily: "Pass it on!" Cassandra looked down in confusion, unable to see what was happening. The sound of water stopped and she let go of the lever at Lily's command. She peered down the hatch, where the Doctor gestured for her to come down. He helped her down, setting her gently on her feet. "What did they pass on?" Cassandra asked, gazing up at him. "Did you kill them? All of them?"

"No." The Doctor shook his head with a smile. "That's your way of doing things. Go on, listen to Lily, I'd guess she figured it out ages ago." He waited patiently, staring down at those hazel eyes as they unfocused, Cassandra listening to Lily's thoughts. A look of surprise and realization crossed her face and the Doctor grinned, turning and leaving her in the elevator to stare after him.

"I'm the Doctor." He declared as he walked into the lobby, looking around him in pride. "And I cured them!" Cassandra followed in awe, and watched as a woman reached out, hugging the Doctor. "That's right. Hey there we go, sweetheart." The Doctor returned her embrace warmly. "Go to him. Go on, that's it!" He gestured, leading her slightly on towards a man in the corner. "That's it." He encouraged and she wandered off. The Doctor stuffed his hands into his pockets, satisfied.

"It's a new sub-species, Cassandra. A brand new form of life. New humans! Look at them. Look!" He gestured around the whole place where the people stood dazedly. "Grown by cats," he leaned in to place a hand gently on one man's face, "kept in the dark," he moved onto the next person, ''fed by tubes, but completely, completely alive." He exulted. "You can't deny them, because you helped create them. The human race just keeps on going, keeps on changing. Life will out! Ha!" He rejoiced and Lily smiled; Cassandra allowed the smile to spread across her face, watching the Doctor with new eyes. _I told you he was a good man_. Lily whispered. Cassandra sighed. _I suppose._ She thought back and Lily laughed, exulting with the Doctor.

* * *

Later that evening, officers were swarming around the place, helping the newly recovered patients and arresting the Sisterhood. The Doctor and Lily stepped out into ward 26 where they were met by an ecstatic Rose. The Doctor beamed as she ran up to him, embracing her tightly. Cassandra felt a twinge in her heart, and knew it wasn't her. But before she could say anything, Rose had turned to beam at her cousin, hugging her just as tightly. Cassandra slowly raised her arms when Rose pulled away with a frown.

"It's still you, isn't it Cassandra." She sighed. The Doctor sighed too as Cassandra pulled a face. They were interrupted as an officer pulled a familiar nurse away before them. Novice Hame met the Doctor's eyes and he looked around in thought.

"The Face of Boe!" He cried, and rushed off. Cassandra watched as Novice Hame kept her eyes on them, watching the Doctor go before turning away satisfied. She followed Rose and the Doctor into the ward, and Lily rejoiced to see he looked much better.

"You were supposed to be dying." The Doctor chuckled, and the Face of Boe replied, speaking in their minds. "There are better things to do today. Dying can wait."

"Oh, I hate telepathy." Cassandra grumbled and the Doctor closed his eyes in annoyance. "Just what I need, a head full of big face to match the annoying smarty pants."

"Sh!" The Doctor shushed her as Lily did the same in her head. "I have grown tired with the universe, Doctor, but you have taught me to look at it anew." The Face of Boe continued and the Doctor approached him slowly. "There are legends, you know," he began, "saying you're millions of years old." The Doctor knelt before the Face of Boe.

"There are?" Boe asked, chuckling. "That would be impossible." "Wouldn't it just." The Doctor grinned, before becoming serious. "I got the impression there was something you wanted to tell me."

"A great secret." Boe acknowledged. "So the legend says." The Doctor agreed. Boe glanced at Rose before saying softly, "It can wait." "Aw, does it have to?" The Doctor whined. The Face of Boe glanced at Lily, but she didn't notice as she and Cassandra argued quietly. The Doctor did however and raised his eyebrows as Boe said: "We shall meet again, Doctor, for the third time, for the last time, and the truth shall be told. Until that day…" The Face of Boe beamed away.

"That is enigmatic. That, that is, that is textbook enigmatic." The Doctor sulked. There was a pause before he turned around to face Cassandra. "And now, for you." He looked at her sternly as he approached, standing before her. Cassandra backed away a little, offering a smile.

"But… everything's happy. Everything's fine, you've got your girl safe," she gestured at Rose who frowned. "Can't you just leave me?" She whined. "You've lived long enough." The Doctor said firmly. "Leave that body, return her to me, and end it, Cassandra." Tears welled in her eyes and she pressed a hand to her mouth. "I don't want to die." She said quietly, and Lily's heart swelled for the woman- yes, she was annoying and wrong, but Lily could see what it cost her to admit to the statement, to finally acknowledge that her death was eminent. "No one does." The Doctor murmured back and Cassandra whined: "Help me." The Doctor stared down at her, unmoved by her begging. "I can't." He said flatly, and tears streaked down her face.

"Mistress!" Cassandra gasped as they all whipped around to see Chip waddling in, unharmed. Lily stared, unable to believe her eyes and Cassandra agreed. "Oh, you're alive!" Cassandra said relieved and Rose raised an eyebrow while Lily grinned- she knew Cassandra had cared deep down. "I kept myself safe for you, Mistress." Chip said happily, and Cassandra appraised him. "A body… And not just that, a volunteer!" She said slowly

"Don't you dare! He's got a life of his own." The Doctor warned, but Cassandra snapped at the same time, replying to something Lily had thought: "Shut up! Do you want your body back or not?"

"I worship the Mistress!" Chip snapped at the Doctor, and Cassandra beamed, winking at the Doctor. "I welcome her." Chip gazed lovingly at his mistress and Lily's heart went out to the loyal, little man.

"You can't Cassandra, you-" The Doctor protested but it was too late. He raised his arms in frustration but quickly reached out in alarm when Lily's body dropped. He caught her and Rose hurried forward as Lily gasped, clutching the Doctor for support.

"Are you alright?" The Doctor asked worriedly, setting her on her feet. Lily's eyes opened dazedly as she let go only for her legs to give out and she tipped again. "Whoa!" The Doctor quickly grabbed her again, pulling her up close. "Okay?" He whispered, concerned and Rose felt a twinge of jealousy, seeing the pair standing in a close embrace. She pushed it down firmly, as Lily gasped and groaned, slowly managing to regain herself. "Yeah…" She groaned as the Doctor leaned back to watch her carefully. Her eyes fluttered open and she blinked at the Doctor. "Hello." She smiled, and the Doctor laughed. "Hello." He smiled down at her. "Welcome back." He congratulated.

They were interrupted by Chip groaning. "Oh sweet Lord, I'm a walking doodle." Cassandra scorned, examining her arms and the Doctor pulled away to glare menacingly at her. Lily spotted Rose and beamed, and Rose cracked a grin, rushing forwards to hug her cousin in relief and check her.

'You can't stay in there." The Doctor started, agitated. "I'm sorry, Cassandra, but that' not fair. I can take you to the city. They can build you a skin tank and you can stand trial for what you've done."

"Well, that would be rather dramatic." Cassandra mused, her finger under her chin. "Possibly my finest hour, and certainly my finest hat," she joked, glancing at Lily as she touched the hat atop Chip's head and Lily gave her a small smile. "But I'm afraid we don't have time." Lily noticed a slight fear in Cassandra's eyes and frowned while the Doctor and Rose exchanged glances. "Poor little Chip is only a half-life, and he's been through so much. His heart is racing so." She paused and Lily stepped forward, concerned. "He's failing. I don't think he's going to last." She began when she seized up and keeled over. The Doctor, Rose and Lily rushed forward in alarm, bracing her as she fell to her knees.

"Are you alright?" The Doctor asked, concerned. "Oh, I'm fine." Cassandra said calmly and they gazed at her sorrowfully as she paused. "I'm dying," she realized as she blinked slowly. Lily's eyes welled with tears as Cassandra continued with a small smile. "But that's fine." She looked around at them, meeting Lily's gaze before lowering her head.

"I can take you to the city." The Doctor began steadily but Cassandra interrupted gently. "No, you won't." She met the Doctor's gaze. "Everything's new on this planet." She paused, looking at Lily. "There's no place for Chip and me anymore." She said sadly, and a tear slipped down Lily's cheek. Cassandra's lips curved at her before she turned back to the Doctor sadly. "You're right, Doctor." She admitted, before she set her face bravely. "It's time to die," her face fell a little and she looked sadly at Lily before forging on. "And that's good." Her head bobbed with repressed sobs and Lily looked at the Doctor.

"Doctor…" He looked at her and she gestured her head outside, to where the Tardis would be. He nodded in understanding, and together the three of them helped Cassandra up. "Come on." The Doctor murmured. "There's one last thing I can do."

* * *

The Tardis door opened and Lily could hear the sounds of the party in full swing. The Doctor led the way, Cassandra following wrapped in a black cloak. Lily followed behind, Rose bringing up the rear. She saw Cassandra look around in wonder, unable to believe the sight before her. They all stood in the corner of the room, watching a young and beautiful human Cassandra surrounded by people, jesting and laughing happily. Cassandra turned to the Doctor.

"Thank you." She said in a heartfelt whisper. "Just go." The Doctor said in a low voice. "And don't look back." Cassandra faced forward again and Rose whispered in her ear. "Good luck." Cassandra looked at her in wonder, before taking a step forward. She hesitated and turned to face them, going to Lily. The Doctor and Rose blinked in surprise as Cassandra wrapped her arms around the teen, pulling her close. "Thank you. I'm glad I met you. You're right, I am so stupid." She whispered and Lily hugged her back briefly, tearfully. "Go on, then." She encouraged but Cassandra wasn't done. "You remember what I said." She said softly, looking the brunette in the eye. "Be honest. Tell him."

Lily blinked and Cassandra let go, turning back and walking off towards her old self, doing as the Doctor said and not looking back. Lily watched with tears as the young Cassandra left her group, and paused when Cassandra in Chip's body called out softly.

"Excuse me, Lady Cassandra." "I'm sorry, I don't need anything right now. I'm fine, thank you." Young Cassandra dismissed but Cassandra interrupted hurriedly. "No, I just wanted to say…" She said, staring at her old self softly. "You look beautiful."

The young Cassandra blinked and then gave a small smile. "Well, that's very kind, you strange little thing." She said indulgently. "Thank you very much." "I mean it." Cassandra said, letting her smile fall from Chip's face as she stepped forward and said softly: "You look so beautiful." Lily watched young Cassandra staring at, what she assumed to be a strange man, but Lily saw her shallow façade fall as she gazed into Chip's eyes.

"Thank you." Young Cassandra said genuinely. A sigh of acceptance left old Cassandra, and she closed Chip's eyes, falling gently down. "Oh, my Lord. Are you alright?" Young Cassandra grasped the dying Cassandra, helping the body down gently. "What is it? What's wrong? Someone get some help!" She called, cradling the body on her lap. "Call a medic or something, quickly!"

A tear slipped down Lily's cheek as she watched Cassandra cradled in your younger self's lap, hearing the desperate cries of the beautiful woman as she called for help before soothing the peaceful body before her. Another tear slipped down her other cheek as the Doctor touched her arm gently, pulling her away from the scene. Rose looked over with tear-filled eyes, before turning away, grasping her cousin's hand tightly and leading them out the room. The Doctor followed last, pausing to look back at the scene before they all left.

The entered the Tardis in silence, each deep in thought. Rose left for her room quickly, brushing her tears away while Lily followed slowly. The Doctor watched her go, pondering Cassandra's final words. _Tell him_. The Doctor wondered what that meant, and who it was meant for.

Lily was thinking about the same thing, recalling the silent argument they had held while the Doctor spoke with the Face of Boe.

 _"I don't understand what you see in him, really, he's not interested in you." Cassandra had scoffed and Lily had sighed. "That's not the point, and you know that's not how I feel about the Doctor anyways." Lily had scolded her but Cassandra had snorted. "Yeah, that's why you shut yourself off. You're clever, you know how he thinks and you think like him but you never say anything."_

"Well, that's different-" Lily began but Cassandra had scoffed. "No it isn't, not really. Sure, there is the fact that you don't want to drive a wedge between you and Rose, or the Doctor and Rose, but isn't it also because you're afraid you'll become too attached? The one man you've met who can keep up with, nay exceed, your intelligence? Aren't you worried you will end up falling for him?"

Lily had stayed silent and Cassandra had snorted. "Told you so." She had thought and Lily had sighed. "Just go with it." Cassandra had scolded. "Just be honest, be true to yourself- life's short, live it while you can especially if it's always like

this _." She'd gestured around at the commotion they'd caused. "Oh sure, you're one to talk." Lily had scoffed and Cassandra went quiet._

"It's because I regret that I'm telling you." She'd said quietly, and in that moment Lily saw the genuine Cassandra. She'd blinked in shock (well, if she could she would've) and stayed silent. They'd remained that way, each pondering.

Lily stopped at the top of the stairs, and glanced down at the Doctor. They stared at each other, both deep in thought before Lily turned around and walked off to her room, making her decision. The Doctor also turned away, facing the console and away from his own decision... even as he knew he had to make a choice, sooner or later.


	7. 3-1 Tooth and Claw

Lily bounded up from the closet where all the Doctor's costumes were, arriving just in time to hear Rose ask: "What do you think of this? Will it do?" She showed off her denim mini-dungarees to the Doctor who scoffed. "In the late 1970s? You'd be better off in a bin bag." Lily rolled her eyes as Rose scrunched up her nose.

"Rude as ever." Lily commented as she joined Rose, and Rose grinned. "Hold on, listen to this." The Doctor ignored them, playing a CD. Music began to play as the Doctor swaggered around the console. "Ian Dury and the Blockheads. Number One in 1979." He paused his steps as he saw Lily, and he raised his brows. She was dressed in a sweet, black-and-white polka-dot pencil dress, paired with knee-high leather boots. "Well, you're a bit better than her for 1979." He jerked a thumb at Rose who looked offended and Lily raised an eyebrow. "Rude." She pointed out, and Rose laughed. The Doctor grinned, swaggering back around the console in time to the music.

"You're a punk." Rose laughed, amused. "It's good to be a lunatic." The Doctor sang along, pulling levers on the Tardis as Rose continued over him. "That's what you are. A big old punk with a bit of rockabilly thrown in." "And a lunatic." Lily added with a grin and the Doctor smiled and winked at her.

"Would you like to see him?" He asked, referring to Rose's statement. "How'd you mean? In concert?" Rose asked excitedly and Lily leaned in too, eyes sparkling. "What else is a Tardis for?" The Doctor asked, and Lily teased: "Oh, I don't know, I thought it was for getting you in lots of alien trouble." The Doctor mock-frowned at her as Rose burst out laughing. "Watch it you." He joked before continuing. "I can take you to the Battle of Trafalgar, the first anti-gravity Olympics, Caesar crossing the Rubicon, or Ian Dury at the Top Rank, Sheffield, England, Earth, 21st November, 1979. What do you think?"

Rose and Lily exchanged looks and Lily grinned, nodding. Rose turned back to the Doctor. "Sheffield it is." She smiled at the Doctor grinned at the pair. "Hold on tight." He said as he pulled a lever. They were rocked off their feet as the Tardis changed direction, spinning off.

The music was blaring and the Doctor shouting as he began to whack a mallet on the console in time to the music. "Stop hitting her!" Lily scolded but the Doctor ignored her, yelling and banging. "Stop!" Rose shouted and they landed abruptly, the three of them getting thrown to the floor. They laughed hysterically, before the Doctor bounded up: "1979!" He cried, pulling Rose up. "Hell of a year." He offered his hand to Lily and pulled her up too. "China invades Vietnam," he reached out and grabbed his overcoat from the stair rails, "The Muppet Movie. Love that film," he mused as he put on his coat, "Margaret Thatcher. Urgh." He pulled a face and the girls giggled. "Skylab falls to Earth, with a little help from me. Nearly took off my thumb." He pushed open the Tardis doors, continuing to face them as he continued. "And I like my thumb. I need my thumb. I'm very attached to-" he trailed off slightly as he turned around and Lily blinked as rifles were cocked at their faces. "- my thumb." The Doctor mumbled.

The three of them raised their hands in surrender as they were surrounded by Redcoats. "1879." The Doctor sighed, before mumbling with a shrug. "Same difference."

"You will explain your presence. And the nakedness of these girls." The man on a black horse, whom Lily assumed to be the Captain, ordered in a Scottish accent, gesturing at her and Rose. "Are we in Scotland?" The Doctor asked, suddenly speaking in a Scottish accent. "How can you be ignorant of that?" The captain demanded. "Ah well, at least you got the planet right." Lily mused and the Doctor grinned before addressing the soldier.

"Oh, I'm, I'm dazed and confused. I've been chasing this, these wee naked children over hill and over dale. Isn't that right, ya… timorous beasties?" He said in a natural Scottish accent. "Timorous beasties?" Lily muttered and the Doctor shrugged while Rose said: "Och, aye! I've been oot and aboot." Lily snorted at Rose's horrible accent and the Doctor stared at her. "No, don't do that." He muttered. "Hoots mon." Rose tried.

"No, really, don't." The Doctor said, looking at her pointedly. "Really." He stressed and Rose opened her mouth when the captain interrupted.

"Will you identify yourself, sir?" He asked, his gun still pointing at the Doctor's head. "I'm Doctor James McCrimmon, from the township of Balamory." The Doctor stumbled through his identification. "I have my credentials, if I may." He offered, gesturing to his pocket. The captain nodded once, keeping his gun trained on the Doctor. The Doctor smiled in thanks, reaching into his pocket. Lily and Rose also smiled, lowering their hands and shuffling awkwardly while the Doctor raised his psychic paper to show the captain.

"As you can see, a Doctorate from the University of Edinburgh. I trained under Doctor Bell himself." The Doctor showed the paper to all the officers. Lily clutched Rose's hand, hoping it would be enough to keep them alive.

"Let them approach." A regal voice in a posh English accent spoke. Lily peered over to see a black carriage behind the captain. "I don't think that's wise, Ma'am." The captain cautioned, and Lily quickly looked away when she saw the captain watching her movement.

"Let them approach." The voice repeated, and the captain set his jaw. Clearly, he did not dare deny the voice twice. The Doctor shrugged and the captain said curtly: "You will approach the carriage," the Doctor turned to his companions, before turning again to lead them forward. "And show all due deference." The captain said sternly.

The Doctor saluted him, and the three approached the carriage excitedly as the soldiers around them lowered their weapons. A footman opened the door to the carriage, and Lily approached to stare in awe at the impassive face of Queen Victoria. The Doctor turned his head to them and nodded, "Rose, Lily," he turned back to face the Queen. "May I introduce her Majesty," he said in an awe-inspired voice. "Queen Victoria, Empress of India and Defender of the Faith."

"Rose Tyler, Ma'am." Rose breathed. "Lily Tyler, Ma'am." Lily introduced with a short curtsey. "And our apologies for being so naked." She gestured down at herself and Rose.

"I've had five daughters." The Queen replied, curtly. "It's nothing to me." Her attention returned to the Doctor. "But you, Doctor. Show me these credentials." She demanded, and the Doctor offered her his psychic paper. Her eyebrows raised and she asked surprised: "Why didn't you say so immediately? It states clearly here that you have been appointed by the Lord Provost as my Protector."

"Does it?" The Doctor asked surprised before he said hurriedly. "Yes, it does. Good. Good. Um, then let me ask-" he glanced around, "why is Your Majesty travelling by road when there's a train all the way to Aberdeen?" He asked confused.

The Queen straightened her back minutely as she replied quite calmly: "A tree on the line." "An accident?" The Doctor questioned, sending her a knowing look. "I am the Queen of the United Kingdom of Great Britain and Ireland." The Queen stated regally. "Everything around me tends to be planned." She said with raised eyebrows.

"An assassination attempt?" The Doctor asked as Lily pursed her lips. "What, seriously?" Rose asked, shocked. "There's people out to kill you?"

"I'm quite used to staring down the barrel of a gun." Queen Victoria stated regally. "The price of fame and power." Lily murmured and the Doctor nodded. "But there is somewhere safe for you to go for the night?" Lily asked the Queen concernedly, and she nodded.

"Sir Robert MacLeish lives but ten miles hence." The captain from earlier informed them. "We've sent word ahead. He'll shelter us for tonight, then we can reach Balmoral tomorrow."

"This Doctor, and his timorous beasties will come with us." The Queen announced, and Lily pulled a face behind the Doctor's face as he grinned. "Yes, Ma'am." The captain answered. "We'd better get moving," he continued, "it's almost nightfall."

"Indeed." The Queen replied. "And there are stories of wolves in these parts." She informed them conspiratorially. "Fanciful tales intended to scare the children. But good for the blood, I think." Lily smiled at the Queen's enthusiastic nature. "Drive on!" She ordered, and the foot man shut the door. The Captain rode on ahead as the carriage moved forward, while the Doctor, Rose and Lily followed behind on foot.

"It's funny though, because you say assassination and you'll just think of Kennedy and stuff. Not her." Rose mused. The doctor chimed in. "1879? She's had, oh," he paused to think, "six attempts on her life? And I'll tell you something else." He grinned at them. "We just met Queen Victoria!"

"I know!" Rose said excitedly as Lily laughed. "What a laugh!" The Doctor said gleefully. "She was just sitting there." Rose mused. "Like a stamp." The Doctor laughed and Lily giggled. "Except without the frilly thing around her neck." Lily mused and they all laughed.

"I want her to say 'we are not amused'." Rose giggled. "I bet you five quid I can make her say it." She offered and Lily raised an eyebrow. This was going to be good. "Well, if I gambled on that, it'd be an abuse of my privileges of traveller of time." The Doctor said, cocking his head. "If she made it ten?" Lily asked, and Rose thought about it.

"Ten quid?" She agreed, looking at the Doctor expectantly. "Done." Lily giggled as they marched on across the moor. She was going to enjoy this.

* * *

Just as the sun was setting, they arrived at a large mansion. Lily looked around- although it was clearly very old, it was very impressive with vines hanging artistically down the side of the house and the bushes trimmed neatly. She was reminded almost of pictures she'd seen of places like the mansion in The Secret Garden. They came to a stop before the front door, and the door to Her Majesty's carriage opened as the front door opened. Lily saw her peer out before she stepped out with the help of the footman. A man, who Lily presumed to be Sir Robert, stepped down to greet her.

"Your majesty." He bowed and the Queen greeted him fondly. "Sir Robert. My apologies for the emergency. And how is Lady Isobel?"

"She's…" Lily tilted her head slightly as Sir Robert hesitated a little. "…indisposed, I'm afraid. She's gone to Edinburgh for the season." He offered with an apologetic smile. "…And… she's taken the cook with her. The kitchens are barely stocked. I wouldn't blame Your Majesty if you wanted to ride on." Lily frowned, wondering what was wrong with the man… he sounded almost as though he was encouraging the Queen to not stay.

"Oh, not at all." The Queen denied, as Lily glanced around, feeling a little more ominous. "I've had quite enough carriage exercise. And this is charming, if rustic." Lily noticed Sir Robert's shoulders drop just slightly and she peered behind him at his manservants. "It's my first visit to this house. My late husband spoke of it often." Lily tilted her head to other side. She wondered if it was normal for the servants to all shave their heads in 1879. "The Torchwood Estate." The Queen continued, obliviously. "Now, shall we go inside?" Lily pursed her lips as she saw Sir Robert force a smile onto his face. "And please excuse the naked girls." The Queen added and Sir Robert glanced at them

"Sorry." Rose smiled apologetically, and Lily turned her attention the man. "Please excuse us." She smiled at the man who nodded, giving her a tight smile. "They're feral children." The Doctor chimed in. "I bought her for sixpence in old London Town, the other one for seven for her long pretty hair." He gestured at Lily, who rolled her eyes. "It's was her or the Elephant Man, so-" "Thinks he's funny but I'm so not amused." Rose interrupted, staring at the Queen. "What do you think, Ma'am?"

"It hardly matters." The Queen replied lightly, before turning back to Sir Robert. "Shall we proceed?" She asked and they walked into the house. "So close." Rose muttered at the Doctor and Lily grinned. "Couldn't be a bit more obvious though, Rosie?" She teased and Rose grinned at her, playfully hitting her in ribs, not noticing the Doctor also staring at the butler and the manservants.

"Makerson and Ramsey, you will escort the property. Hurry up." The captain called. "Yes, sir." The soldiers replied, and the three turned to watch them. Lily frowned as she saw the soldier pull a small chest from the carriage, carrying it in both hands as he headed inside.

"So what's in there then?" The Doctor questioned, and the captain replied: "Property of the Crown." They turned to face him and he looked at them sternly. "You will dismiss any further thoughts, sir." They turned away and the Doctor pulled an exaggerated intimidated face, making Rose and Lily grin. "The rest of you go to the rear of the house." The captain ordered. "Assume your designated positions." As the soldiers murmured their replies and moved off, the Doctor led the three into the house.

* * *

"This, I take it, is the famous Endeavour." The Queen murmured as the group were shown into an observatory. Lily looked around the room, amazed. It was exquisite, with circular ornaments engraved with stars hanging from the ceiling, and in the center stood a massive telescope. The Endeavour, as Queen Victoria called it, was majestic with a beautiful hilt design on one end. It peered out into the open sky like a giant canon.

"All my father's work." Sir Robert announced. "Built by hand in his final years. Became something of an obsession." He admitted. "He spent his money on this rather than caring for the house or himself."

"I wish I'd met him. I like him." The Doctor grinned. "Me too." Lily said wistfully, taking a step to try examine it closer. "It's incredible."

"That thing's beautiful." The Doctor agreed. "Can I…?" He gestured, and Sir Robert nodded. "Help yourself." He said good-naturedly. Lily and Rose followed, excitedly. "What did he model it on?" The Doctor asked, curiously.

"I know nothing about it. To be honest, most of us thought him a little, shall we say, eccentric." Sir Robert admitted with a breathy laugh, as the Doctor examined inside the telescope. Lily and Rose stood to the side, admiring the design. "I wish now I'd spent more time with him and listened to his stories." Sir Robert added, looking at the Queen. The Doctor frowned, peering at the magnification lenses.

"It's a bit rubbish." Lily and Rose turned to him, with raised eyebrows. "How many prisms has it got? Way too many. The magnification's gone right over the top. That's stupid kind of-" He broke off abruptly seeing Lily's wrinkled nose. He glanced at Rose. "Am I being rude again?" He whispered and Rose nodded. "Yep."

"But it's pretty." He said quickly, turning back the Sir Robert as Rose patted his arm. "It's very… pretty." He trailed off as the Queen stepped forward. "And the imagination of it should be applauded." She said, leveling a stern gaze at the Doctor as Lily peered into the telescope, also taking note of the prisms. She also frowned- while the Doctor had been rude, he was right; the magnification was far too strong.

"Mmm. Thought you might disapprove, Your Mjaesty." Rose piped up. "Stargazing. Isn't that a bit fanciful? You could easily not be amused, or something?" She paused and Lily lifted her eyes to look at her cousin in disbelief. "No?" Rose tried as the Doctor rubbed his head, turning his head away, shaking his head as he tried to hide his amusement. The Queen simply raised her eyebrows at the girl.

"This device surveys the infinite work of God." She said, moving on. "What could be finer? Sir Robert's father was an example to us all. A polymath, steeped in astronomy and sciences, yet equally well versed in folklore and fairytales." The Queen said regally.

"Stars and magic." The Doctor mused. "I like him more and more." He grinned. "Oh, my late husband enjoyed his company." The Queen reminisced, before addressing the group as the Doctor wandered about the room. "Prince Albert himself was acquainted with many rural superstitions, coming as he did from Saxe Coburg." "That's Bavaria." The Doctor whispered to the girls, appearing right behind them. The Queen turned to Sir Robert.

"When Albert was told about your local wolf, he was transported." She said excitedly, while Lily cocked her head. "So, what's this wolf, then?" The Doctor asked Lily's question out loud.

"It's just a story." Sir Robert shrugged, but he seemed to tense a little bit. " Then tell it." The Doctor encouraged. Sir Robert paused, and Lily noticed with interest that he glanced back at his manservants before he began: "It's said that-"

"Excuse me, sir." The butler interrupted, and Lily's eyebrows shot up. "Perhaps her Majesty's party could repair to their rooms. It's almost dark." Sir Robert once again uneasily glanced over his shoulder and Lily narrowed her eyes. There was definitely something going on.

"Of course." Sir Robert mumbled, before saying more confidently "Yes, of course." He gestured with his hands that they move on when the Queen stopped him saying: "And then supper." She paused, before turning to glance at Rose and Lily. "And could we find some clothes for Miss Tyler and Miss Tyler? I'm tired of nakedness." Sir Robert paused and Rose piped up. "It's not amusing, is it?"

She smiled at the Queen while Lily wrinkled her nose, as Queen Victoria leveled a look at her. Before turning away, ignoring her. "Sir Robert, your wife must have left some clothes. See to it." Lily rolled her eyes as Rose and Doctor conspired silently. "We shall dine at seven, and talk some more of this wolf. After all, there is a full moon tonight."

Lily noticed with interest that Sir Robert seemed to twitch at that before replying: "So there is, Ma'am." He bowed, and the Queen led them out of the room. Lily wasn't sure, distracted as she was by Rose's ridiculous efforts to annoy the Queen, but she was quite sure something was going on- and she was going to find out.

* * *

Lily stood in the room she'd been offered, tying the sash on her dress around her waist firmly as Rose rummaged through the closet. Lily had simply put on the first dress, not bothering about what it looked like. She wanted to take a quick look around the house before supper, and try see if she could find out what was wrong. Rose was laughing at some of the dresses and Lily grinned.

"I'm going on ahead, okay, Rose?" Lily asked and Rose nodded. "Alright, I'll come soon, don't get into trouble now." She teased and Lily grinned. "When have we ever not?" She asked and the girls laughed as Lily stepped out.

She peered around the silent halls, closing the door behind her carefully. She stepped past the Queen's guards with a smile, running as soon as she was out of their sight. She avoided a manservant that trod up the stairs carrying mugs for the soldiers, hiding in the curtains. She peeked around, sneaking down. She jumped when a manservant appeared before her with a raised brow.

"Er- I was just lost, trying to find my way to the dining room…" She said and the manservant lifted both brows. She was seriously reconsidering when the Doctor called out: "Lily!" She turned in relief as he bounded down the hall towards her.

"Come on, everyone's over there, silly, getting lost." He jested, before turning to the servant. "Sorry about her, she's wild that's why." He said apologetically as he lifted his arm for her to take. Lily swallowed a retort, and took the arm, smiling at the manservant. "Yea, sorry about that but thanks for the help. Doctor." He led her away, the servant staring after them. As soon as they were out of sight, she turned to him.

"What is it with you and calling us feral or wild?" She asked indignantly and the Doctor grinned. "Well, it best explains your behavior in Victorian times. Besides which-" he lowered his voice, "have you noticed Sir Robert's odd behavior." Lily nodded, and he raised his voice again, saying cheerily: "Well, as long as you understand, it's alright." Lily leaned in, whispering under her breath. "So, you don't trust the servants either?" And the Doctor replied darkly. "I don't trust anyone right now- I'm afraid the Queen's in danger."


	8. 3-2 Werewolf

"Your other companion begs an apology, Doctor." A servant announced as they sat seated across from the Queen and Captain Reynolds. "Her clothing has somewhat delayed her."

"Oh, that's alright." The Doctor said jovially, as he stepped on Lily's toe lightly and she smiled too. "Save her a wee bit of ham."

"The feral children could probably eat it raw." The Queen jested and the Captain laughed loudly. "Very wise, Ma'am. Very witty." He complimented and Queen Victoria looked at him. "Slightly witty, perhaps. I know you rarely get the chance to dine with me, Captain, but don't get too excited." Lily suppressed a smile as the Captain lowered his head ashamedly. "I shall contain my wit in case I do you further injury."

"Yes, Ma'am. Sorry, Ma'am." He murmured, and the Doctor chimed in to rescue the poor man. "Besides, we're all waiting on Sir Robert. Come, sir." The Doctor looked to his right, and leaned forward towards the man. "You promised us a tale of nightmares." He said in a hushed voice.

"Indeed." Queen Victoria turned her attention to the man as well. "Since my husband's death, I find myself with more of a taste for supernatural fiction." The doctor looked at her with soft eyes.

"You must miss him." He murmured gently and the Queen glanced at him. "Very much." She said a little coldly, before admitting a little longingly. "Oh, completely." She lost herself for a moment, before continuing with a light smile. "And that's the charm of a ghost story, isn't it? Not the scares and chills, that's just for children, but the hope of some contact with the great beyond. We all want some message from that place. It's the Creator's greatest mystery that we're allowed no such consolation." Her voice broke a little and she suppressed sobs as she continued, her eyes lowering. "The dead stay silent, and we must wait."

She faltered for a moment, and Lily looked at her with soft eyes. The Queen shook herself and addressed Sir Robert with her former enthusiasm, not noticing the despondent look on Doctor's face, making him look impossibly older. "Come. Begin your tale, Sir Robert. There's a chill in the air." Lily saw Sir Robert's tight fists before a resigned look appeared on his face. "The wind is howling through the eaves. Tell us of monsters." Sir Robert seemed to steel himself before he began his tale.

"The story goes back three hundred years." He started, in a shaky voice. "Every full moon, the howling rings through the valley. The next morning, livestock is found ripped apart and devoured."

"Tales like this just disguise the work of thieves." The Captain scoffed. "Steal a sheep and blame a wolf, simple as that." But Sir Robert interrupted: "But sometimes a child goes missing." His voice darkened and Lily leaned in. "Once in a generation, a boy will vanish from his homestead." A silent pause followed as they all pondered Sir Robert's words.

"Are there descriptions of the creature?" The Doctor asked, his eyes slightly narrowed. "Oh, yes, Doctor." Sir Robert said. "Drawings and woodcarvings." He paused eerily before continuing. "And it's not merely a wolf. It's more than that." The Doctor stared intently at him and Sir Robert matched his gaze. "This is a man who becomes an animal." The Doctor's face relaxed as realization spread.

"A werewolf?" He asked with interest. Lily looked at Sir Robert seriously. "It doesn't sound like you believe it to be just a story." She murmured and Sir Robert looked at her. He lowered his head a little, almost ashamedly before he continued, his words more hurried and his voice shakier.

"My father didn't treat it as a story. He said it was fact." Lily saw his eyes flick to the butler. "He even claimed to have communed with the beast, to have learned its purpose." Lily watched as the butler moved. "I should have listened." Sir Robert murmured, glancing back uneasily as the butler walked behind him. Lily's eyes followed the bald man, barely hearing Sir Robert's words any more as she focused her attention on the butler. "His work was hindered. He made enemies. There's a monastery in the Glen of Saint Catherine. The Brethren opposed my father's investigations."

Lily's eyes widened as the man began to chant, looking out the window. She couldn't hear him clearly, over Sir Robert and it was further blocked by Queen Victoria's loud voice.

"Perhaps they thought his work ungodly." She suggested and Sir Robert turned to look at her as he admitted quickly. "That's what I thought. But now I wonder." He paused and Lily's blood ran cold as she clearly heard what the butler was saying.

"Lupus deus est." Lily's thoughts raced as she pieced it together. _Lupus…_ the bald men all around the house, Sir Robert's strange behavior, his story, the lack of original staff in the house. Sir Robert glanced at the butler, and the Doctor's head tilted to look intently at the butler's back as Lily's hand slowly moved to touch the Doctor's.

"What if they had a different reason for wanting the story kept quiet?" Sir Robert continued desperately as Lily's hand started to grip the Doctor's. "What if they turned from God and worshipped the wolf?"

The Doctor felt Lily's hand, saw the butler, and it all clicked. A look of realization crossed his face. "And what if they were with us now?" He asked slowly, drawing himself up to face the butler. His hands unclasped and he gripped Lily's hand with his left hand as he stood up abruptly.

"What is the meaning of this?" Captain Reynolds demanded drawing his gun as they all stood up. Sir Robert glanced at them all apologetically while the butler continued to chant, ignoring them.

"Explain yourself, Sir Robert!" Captain Reynolds demanded as Queen Victoria asked: "What's happening?"

"I'm sorry, You Majesty, they've got my wife." Sir Roberts pleaded while Lily tugged on the Doctor's hand. "Rose." She gasped and the Doctor's eyes widened before they narrowed, his face contorting with anger.

"Rose! Where's Rose?" He approached the butler. "Where is she?!" He shouted but the butler ignored them, continuing to chant:

"Lupus dues est…"

The Doctor gave up on him, and turned, pulling Lily with him as he called out: "Sir Robert, come on!" The Doctor ran with Lily out the room, and Sir Robert dashed after them while the Captain kept his eyes and gun trained on the butler.

The three of them dashed down the dark halls, Lily's heart pounding with adrenaline and fear as she prayed for Rose's safety. They followed Sir Robert as he led them down to the cellar. The Doctor let go of Lily's hand to kick the door open, rushing in. Lily breathed a sigh of relief to see Rose unharmed, at least for the moment.

"Where the hell have you been?" Rose demanded at the Doctor as the group continued to pull at their chains. Lily dashed forward to aid them in their efforts, pulling the chain while the Doctor turned to face the source of the growling. The chains broke as he and Sir Robert stared at the wolf.

"Oh, that's beautiful." The Doctor said in awe and Lily looked up as Sir Robert turned his attention to his staff. Her heart stopped as she saw the black beast, trapped inside a cage but snarling and growling, struggling to break free.

"That's beautiful?" She gasped, as Sir Robert yelled: "Come on, go. Get out!" The wolf broke an arm out as Sir Robert yelled.

"Doctor!" Lily shrieked as the wolf's claw ripped the entire corner of the cage. The Doctor started, and quickly turned to usher people.

"Out! Out! Out! Out! Out! Out! Out! Out! Out! Out!"  
"Come on." Rose whispered, pushing the last of the maids out, before following, Lily right behind her. Lily glanced back to see the Doctor standing in amazement at the wolf that was now free from its imprisonment.

"Doctor!" The Doctor broke out of his reverie at Lily's cry and he ran, ducking as the wolf threw the top of its cage at him. He made it through the door in the nick of time, pulling it shut behind him and sonicing it to lock it. He grabbed Lily's hand and they raced after the others.

They ran into the arms room, out of breath. Spotting Rose, they headed over, the Doctor pulling out his sonic to work the shackles off of her.  
"Arms, and you five." The steward ordered, handing out guns. "Ready, everyone." He addressed Lady Isobel. "Take the girls. Get them out through the kitchen."

The lady turned to her husband distraught. "I can't leave you. What will you do?" He held her gently as he said. "I must defend her Majesty." The couple kissed before he pushed her off. "Now, don't think of me, just go."

The Lady hesitated and Lily stepped in. "You must look after your staff, Milady." She said very seriously. The Lady glanced at the girl before setting her shoulders resolutely. "All of you, at my side. Come on!" She called, and all the ladies rushed out. Lily turned back to the Doctor and Rose in time to hear the Doctor mutter as he freed Rose's wrists.

"It could be any form of light modulated species triggered by specific wavelengths. Did it say what it wanted?" He asked and Rose shrugged desperately. "The Queen, the Crown, the throne- you name it." She said and Lily groaned. "Fantastic, absolutely brilliant, that." She moaned. The door shuddered and they all heard the wolf growling behind it. The Doctor motioned for them to all stay put as he moved, peering cautiously as he walked out and into the empty hallway.

He stared in horror as the wolf stood at the end of the corridor, growling and rasping as it padded along. It spotted the Doctor and it stood there breathing heavily before it snarled and charged. The Doctor sprinted back, grabbing Rose and Lily and pulling them behind the line of men.

"Fire!" The steward shouted, and they all shot as the wolf appeared around the corner. "Fire!" He repeated the men fired another volley, almost every shot hitting the wolf in the face or its back. But Lily was horrified as she thought she saw the bullets bounce off the wolf's muzzle. It retreated back around the corner however, and the men all lowered their guns.

"Alright, you men. We should retreat upstairs." The Doctor ordered, trying to take advantage of the wolf's brief retreat. "Come with me."

"I'll not retreat." The steward spat, turning to face the Doctor. "That battle's done. There's no creature on God's Earth that could survive such an assault." He turned back around, heading off after the wolf and the Doctor yelled after him, urgently and angrily. "I'm telling you, come upstairs!"

"And I'm telling you, sir, I will sleep well tonight with that thing's hide upon my wall." The steward declared and Lily stepped forward desperately. "Look that thing is not of this Earth, you have to listen to us!" She cried and the man simply looked at her. "And what would a woman know of it?" He scorned, and the Doctor wrapped an arm tightly around her as they watched him walk to the end of the room to look around the corner.

He turned back triumphantly "It must have crawled away to die." As the words left his mouth a paw reached down and jerked him up into the rafters. Lily screamed in horror as the wolf tore at the man, his screams and yells echoing in the room.

"There's nothing we can do!" The Doctor yelled, pulling Lily with him and pushing Rose out the room. Some of the men followed quickly, but Lily heard others screaming and more gunshots. She ran with the Doctor towards the staircase. He paused to let everyone through a door.

"Your Majesty? Your Majesty!" Sir Robert called desperately as the Doctor soniced the door to lock it behind them. "Sir Robert?" The Queen called back. "What's happening?" She appeared on the stairs above them, heading down to join them.

"I heard such terrible noises." She said and Sir Robert stopped her at the bottom of the stairs. "Your Majesty, we've got to get out." He said urgently "But what of Father Angelo? Is he still here?" He asked, and the Queen averted her gaze taking a breath before answering: "Captain Reynolds disposed of him."

The Doctor reappeared, announcing: "The front door's no good, it's been boarded shut. Pardon me, Your Majesty." She looked at him as he gestured to the side room. "You'll have to leg it out of a window." She turned regally and entered, the rest following quickly.

"Excuse my manners, Ma'am," Sir Roberts said seriously, moving in front of the Queen, "but I shall go first, the better to assist Her Majesty's egress." "A noble sentiment, my Sir Walter Raleigh." The Queen replied in earnest and Lily sighed.

"Yeah, any chance you could hurry up?" The Doctor asked, exasperated, voicing Lily's thoughts. Sir Roberts clambered onto the window sill, and opened the window. Shots rang out immediately, and they all ducked out of the way. The Doctor crept forward, peering out to see the orange-clad monks standing guard.

"I reckon the monkey boys want us to stay inside." He murmured as the Queen asked indignantly: "Do they know who I am?!"

"Unfortunately, yes Ma'am." Lily replied as Rose added. "Yeah, that's why they want you. The wolf's lined you up for a, a biting." The Queen glared at her. "Stop this talk. There can't be an actual wolf."

Of course, the wolf chose that moment to howl. "You were saying, Your Majesty?" Lily asked, and the Queen stared. They rushed out the room, and stared in horror at the door from the cellar. It was starting to crack as the wolf bashed against it, scratching at it to get through.

"What do we do?" Rose gasped. "We run." The Doctor replied. "Is that it?" Rose asked incredulously. "Do you have a better plan?" Lily snapped as the Doctor asked: "You got any silver bullets?"

"Not on me, no!" Rose retorted. "There we are then," the Doctor said," we run. Your Majesty," he turned to the Queen, "as a Doctor, I recommend a vigorous jog." He mimed jogging as she stared at him disbelievingly. "Good for the health."

The wolf snarled as it broke through some more. "Come on!" The Doctor held out a hand to the Queen, and led her quickly back up the stairs. They rushed up as they heard the door break down behind them.

"Come on! Come on!" The Doctor yelled, urging them past him into a hallway, watching behind them as they heard the wolf gallop up the stairs. He spotted its shadow and ran after the others. They hurried down several passages, running desperately for their lives as the wolf caught up behind them. Lily almost cried in relief when she saw Captain Reynolds standing in a firm stance at the end of the passage. She gave a yelp as the Doctor pushed her down, the wolf lunging over their heads and straight into the Captain's bullet as he fired. The wolf yelped, and turned away for now while the Doctor pulled her around the corner.

"I'll take this position and hold it." The Captain said urgently before turning to the group. "You keep moving, for God's sake!" He clicked his gun as he set the new cartridge in. "Your Majesty," he informed,"I went to look for the property and it was taken. The chest was empty."

"I have it. It's safe." The Queen huffed between gasps as they all stood trying to regain their breaths. The Captain's face broke into momentary relief before he ordered. "Then remove yourself, Ma'am. Doctor, you stand as Her Majesty's Protector. And you, Sir Robert," he paused to finish cocking his gun, "you're a traitor to the crown."

Lily frowned a little indignantly but the Doctor interjected urgently: "Bullets can't stop it!" "They'll buy you time." The Captain responded. "Now run!" He ordered, before stepping out around the corner, facing down the passage.

They turned and ran, Rose pausing with Lily as the brunette hesitated, unwilling to just leave the man. Rose pulled her cousin, and she finally turned away, running after the others as they headed into a room. Lily paused as she heard a gun shot, whipping her head back to see the Captain standing firm, firing shots while the wolf's snarls echoed around the hall. She gasped as the wolf charged the man, unable to tear her eyes away as the man screamed, the wolf's claws and jaws snapping and tearing at him, his agonized cries mixing with the savage snarls.

"Lily!" The Doctor grabbed her, pushing into the room, his eyes also drawn to the carnage down the hall. He quickly pulled the doors shut, ordering: "Barricade the door." Sir Reynolds, Rose and Lily grabbed chairs, benches, anything they could to barricade the door shut.

"Wait a minute. Shush, shush, wait a minute." The Doctor shushed them, listening intently as the wolf howled, finished with its latest victim and then fell silent. Lily looked about the room, realizing that it was a library. "It's stopped." He murmured before he leant silently against the door, listening intently.

"It's gone." He whispered. Just then a pattering sound could be heard as the wolf circled the room. "Listen." Rose whispered in fear, and they all stood silently as the wolf continued to prowl outside.

"Is this the only door?" The Doctor whispered to Sir Reynolds and he nodded. "Yes." He paused for a fraction of a second before realizing. "No!" He ran to the other side, the Doctor following quickly and together they quickly pushed furniture against the other door, locking it in place.

"Shush." Rose murmured as they stood back, listening to the wolf's snarls and grunts. The Queen's hand shook as it continued to move, causing floorboards to creak and groan. Lily frowned; it was circling the room but unlike before, it wasn't trying to claw its way in; eventually, it growled and bounded away.

"I don't understand. What's stopping it?" Rose asked, confused. "Something inside this room." The Doctor realized. Sir Roberts sat down, placing his head in his hand and Lily gently touched the Queen's arm. The Queen jumped, startled and Lily guided her gently to a seat. "What is it? Why can't it get in?" The Doctor pondered, asking himself out loud and Lily stepped towards them again.

"I'll you what, though." Rose said, taking a shuddering breath. "What?" The Doctor asked. "Werewolf." Rose said and grinned as the Doctor replied excitedly. "I know." Lily sighed as they laughed, the Doctor hugging Rose. "You alright?" He checked, and Rose sighed. "I'm okay, yeah."

"Really?" Lily asked, drawing their attention to her. "Is this the time?" She gestured at the distraught Queen and Sir Robert. They looked at her a little guiltily, as Lily turned her back on them, still thinking about the poor men who'd lost their lives tonight.

"I'm sorry, Ma'am." Sir Robert said suddenly, and they all turned to him. "It's all my fault. I should have sent you away. I tried to suggest something was wrong. I thought you might notice. Did you think there was nothing strange about my household staff?" Lily sighed, thinking back to all the times she could've and should've said something.

"Well," The Doctor interjected, "they were bald, athletic. Your wife's away, I just thought you were happy." He mumbled and Lily pursed her lips. "Not the right time." She muttered, and the Doctor glanced at her. "Bad timing?" He asked and she nodded. "Bad timing."

There was an awkward pause, when Rose suddenly piped up: "I'll tell you what though, Ma'am," the Queen looked at her, "I bet you're not amused now." Lily winced and dropped head into her hands as the Queen snapped. "Do you think this is funny?" She demanded, furious.

Rose shook her head, suddenly looking like a child who was being scolded. "No, Ma'am. I'm sorry." She murmured, guiltily. "What, exactly," Queen Victoria demanded, her voice shaking with her frail nerves, "I pray tell me, someone, please. What exactly is that creature?" Rose opened her mouth, and winced, and the Doctor cut in.

"You'd call it a werewolf," he stated, his voice very serious, "but technically it's more of a lupine wavelength haemovariform." He finished in a mumbled rush and Lily groaned internally- he was definitely not helping their case.

"And should I trust you, sir?" The Queen exclaimed. "You who change your voice so easily?" The Doctor blinked in surprise as the Queen continued. "What happened to your accent?" Lily looked up, wide-eyed to see the Doctor looking at the Queen with a similar expression, realization dawning on his face. _Uh oh._ Lily thought. She thought back, and realized the Doctor's Scottish accent had disappeared as soon as the werewolf attack had begun.

"Oh, right, sorry, that's-" the Doctor tried to salvage the situation somehow but the Queen interrupted sharply. "I'll not have it. No, sir. Not you, not that thing, none of it." The Doctor stood at attention under the Queen's scornful gaze, he and Rose looking like two children caught doing something wrong by their parents. "This is not my world." The Queen finished angrily.

They stood in silence before the Queen turned around. She settled herself into a chair and proceeded to ignore them all, her lips pursed in anger. Rose just bowed her head guiltily, while the Doctor glanced at Lily. She gave him a fixed stare before lowering her head, disappointed in his lack of empathy or sympathy. His heart squeezed, and he realized that for the first time, Lily was angry with him. And he didn't know how to fix it- all he knew was he didn't like it.


	9. 3-3 Arrogance

The library was silent as the Queen and Sir Robert sat in sofas on each side of the room. Lily stood with her back to the room, staring at the books lining a wall. The Doctor and Rose rested by one of the barricaded doors, Rose leaning on the side, tracing patterns in the wood. The Doctor was sitting back on his heels when he frowned, leaning in to examine a carving on the door.

"Mistletoe." He murmured as he traced it, and Lily glanced at him. "Sir Robert, did your father put that there?" He asked, jerking his head to indicate the engraving.

Sir Robert glanced at it, before shrugging. "I don't know. I suppose." He answered and the Doctor looked over curiously. "On the other door, too." He noted, seeing the engraving above Sir Robert's head. "No, a carving wouldn't be enough." He murmured, pausing to think for a moment. "I wonder…" He rose, and Lily turned around to watch as he leaned in and licked the door. She and Rose wrinkled their noses as the Queen stared.

"Viscum album," the Doctor declared, oblivious to their reactions, "the oil of the mistletoe. It's been worked into the wood like a varnish." He jumped off away from the door. "How clever was your dad?" He asked excitedly, addressing Sir Robert. "I love him. Powerful stuff, mistletoe." He told Lily, before turning to Rose. "Bursting with lectins and viscotoxins."

"And you just licked it?" Lily asked skeptically. The Doctor just looked at her while Rose asked confusedly, "And the wolf's allergic to it?"

"Well, it thinks it is." The Doctor replied, and Lily slowly saw where he was going with this. "The monks…" she started and the Doctor nodded. "Exactly." He said, before facing Rose again. "The monkey monk monks need a way of controlling the wolf, maybe they trained it to react against certain things." He explained. Rose's face was disbelieving as Sir Robert interrupted.

"Nevertheless, that creature won't give up, Doctor, and we still don't possess an actual weapon." He protested. "Oh, your father got all the brains, didn't he?" The Doctor scorned, and Rose chided: "Being rude, again."

"Good." The Doctor replied, staring at Sir Robert. "I meant that one. You want weapons?" He asked as he turned away, walking over to Lily. "We're in a library. Books! Best weapons in the world." He stopped beside her, and turned to face them all as he placed his glasses on his nose with a flourish. "This room's the greatest arsenal we could have." He turned around and grabbed a couple books. "Arm yourself." He tossed them at Rose, and Lily moved forward, also picking up some books.

The room filled with the sound of flipping pages and their voices overlapped as they murmured to themselves. Rose said to herself: "Biology, zoology. There might be something on wolves in here-" while the Doctor said out loud: "Hold on, what about this? A book on mistletoe." "So many on astronomy…" Lily murmured, "A book on magic." Rose muttered as Sir Robert read aloud: "Some form of explosive." "So many on stargazing yet he couldn't get his magnification right?" Lily puzzled. "Hmm, that's the sort of thing." The Doctor mumbled as he read something, while Rose asked rhetorically, "Wolf's bane, what about that?" "But all these books alongside stories about wolves?" Lily questioned to herself when the Doctor suddenly jumped down from the foot ladder, moving to place the book he'd been examining on the table before them.

"Look what your old dad found." He said, gesturing at the page. "Something fell to Earth." Lily peered down at the illustration, which showed what appeared to be a falling star heading towards Earth. "A spaceship?" Rose asked.

"A shooting star." A shooting star Sir Robert corrected, reading out the caption: "'In the year of our Lord 1540, under the reign of King James the Fifth, an almighty fire did burn in the pit.' That's the Glen of Saint Catherine just by the monastery." He said and Lily looked at him. "The monastery where the monks are from?" She asked. Rose frowned as she spoke up.

"But that's five hundred-" "Just over three hundred." Lily corrected quickly and Rose amended. "- three hundred years ago. What's it been waiting for?" She asked the Doctor.

"Maybe just a single cell survived." The Doctor responded in a low voice. "Adapting slowly down the generations, it survived through the humans, host after host after host." He murmured and Lily pursed her lips in thought.

"But why does it want the throne?" Sir Robert asked, confused. "That's what it wants." Rose said suddenly. "It said so. The," she stammered as she tried to remember exactly what it had said, "the Empire of the Wolf." Lily's eyes widened as the Doctor's glazed over in thought.

"Imagine it." He whispered. "The Victorian Age accelerated." Lily paled. "Starships and missiles fueled by coal and driven by steam," Rose gasped as Lily swallowed hard, "leaving history devastated in its wake." He finished dramatically. The Queen stood up immediately.

"Sir Robert." They all looked over, Sir Robert moving towards her Majesty while the Doctor peered back down at the book. "If I am to die here-" "Don't say that, You Majesty." Sir Robert interrupted. The Queen continued. "I would destroy myself rather than let that creature infect me. But that's no matter. I ask only that you find some place of safekeeping for something far older," she fumbled with her purse, "and more precious than myself."

"Hardly the time to worry about your valuables." The Doctor pointed out. "Thank you for your opinion," the Queen retorted, "but there is nothing more valuable than this." She brought out her hand, opening it reveal the most beautiful diamond Lily had ever seen. It was the finest white diamond, the size of an orange and perfectly sculpted.

The Doctor looked up in awe. "Is that the Koh-I-Noor?" Rose asked in disbelief. "Oh, yes." The Doctor agreed, the two of them stepping closer to get a better look. "The greatest diamond in the world."

"Given to me as the spoils of war." The Queen revealed."Perhaps its legend is now coming true." She admitted shakily. "It is said that whoever owns it must surely die."

"Well, that's true of anything if you own it long enough." The Doctor muttered before reaching out a hand. "Can I?" He asked, and the Queen jerked her hand back. He stared at her but she narrowed her eyes at him before moving to look at Lily. Lily had approached them quietly and was standing just behind the Doctor's shoulder. The Queen offered it to her and they all stared. Lily took it hesitantly, holding it carefully in her hand before glancing at the Queen for permission, her eyes flicking to the Doctor. The Queen finally nodded, and Lily handed in over to the Doctor.

He held it before him, Rose and Sir Robert crowding around to examine it. "That is so beautiful." The Doctor murmured. "How much is that worth?" Rose wondered. "They say," the Doctor answered, "the wages of the entire planet for a whole week." Rose laughed in shock.

"Good job my mum's not here." She said. "She'd be fighting the wolf off with her bare hands for that thing." "And she'd win." The Doctor grinned. Rose snorted at that and Lily suddenly felt a little out of place. And Sir Robert chose that moment to suddenly question: "Where is the wolf? I don't trust this silence." He muttered, heading towards the door.

"Your Majesty," the Queen looked at Lily, giving her permission to continue, "if I may ask: why are you carrying it with you?" "Good question." The Doctor frowned, peering over his glasses at the Queen. "Why do you travel with it?"

"My annual pilgrimage." Queen Victoria answered. "I'm taking it to Helier and Carew, the Royal Jewellers at Hazelhead. The stone needs recutting." Lily frowned as Rose murmured, staring at the jewel: "Oh, but it's perfect."

"My late husband never thought so." The Queen replied with a small smile and the Doctor nodded. "Now, there's a fact." He muttered. "Prince Albert kept on having the Koh-I-Noor cut down. It used to be forty percent bigger than this." He gestured at the stone in his hand. "But he was never happy. Kept on cutting and cutting."

"He always said the shine was not quite right." The Queen reminisced quietly. "But he died with it still unfinished." The three stared at her, the Doctor's eyes widening as everything clicked.

"Unfinished." He whispered. "Oh, yes." He threw the stone back at the Queen. "Hey!" Lily cried alarmed as the Queen caught it, also shocked, but the Doctor was backing away, the full impact of his realization hitting him. "There's a lot of unfinished business in this house." He murmured, the pieces coming together.

"His father's research, and your husband, Ma'am," he spoke directly to the Queen, "he came here and he sought the perfect diamond." The Doctor began to pace. "Hold on, hold on. All these separate things, they're not separate at all, they're connected. Oh, my head, my head."

"You!" He suddenly turned, pointing at Lily. "You, Lily Tyler, are brilliant!" He rushed forward, grabbing her head and kissing her forehead while everyone else continued to stare at him like he was a mad man. "What'd I do?" Lily asked confused and he grinned. "You said it earlier, put it all together without quite realizing the whole plot."

Lily wasn't sure if he was complimenting or insulting her. "Okay." She trailed off as the Doctor faced the Queen. "What if this house, it's a trap for you. Is that right, Ma'am?" He asked the Queen. "Obviously." She replied stiffly.

"At least, that's what the wolf intended." The Doctor continued. "But," he raised a hand in front of him to emphasize his point, the words rushing out his mouth, "what if there's a trap inside the trap?" Lily's eyes widened as it clicked. The telescope, the wrong magnification, the Queen's involvement and the old friendship of two men.

"A co-conspiracy, a preemptive measure." Lily murmured, her eyes wide as she stared at the Doctor. "Exactly." The Doctor nodded. "Explain yourself, Doctor, young lady." The Queen demanded calmly.

"What if his father and your husband weren't just telling each stories." The Doctor explained as Lily reeled from her revelation. "They dared to imagine all this was true, and they planned against it, laying the real trap not for you but for the wolf." He stopped out of breath, eyes wide. And suddenly wisps of dust fell in front of his face.

They all looked up in horror to see the wolf pacing on the circular skylight on the ceiling, right above them. It roared at them through the glass.

"That wolf there." The Doctor mumbled. "But what trap?" Sir Robert asked, still not understanding. Lily opened her mouth to respond when the glass on the skylight cracked. The Doctor immediately ran to the door, pulling away the barricade. "Out! Out! Out!" He yelled as the glass shattered and the wolf fell into the room. They barely managed to get out, the others running down the halls while the Doctor pulled the doors shut behind him, but it was immediately wrenched open and the Doctor ran.

"Get to the observatory!" He yelled at them, as they sprinted down the corridor. Rose turned as the sound of pounding paws came too close and screamed as the wolf towered over her. "Rose!" Lily screamed screeching to a halt, the Doctor stopping as well to turn. Just then, Lady Isobel rushed past, throwing a pan of water onto the wolf. It howled in pain as Rose screamed, before turning tail and retreating.

"Good shot." The Doctor marveled, as Rose backed towards them. The Doctor pushed past them after the wolf and Rose followed, as a maid admitted while still in shock: "It was mistletoe."

"Isobel!" Sir Robert pulled his wife in for a kiss. The Doctor and Rose peered around the corner at the end of the hall. Sir Robert pulled away. "Now, get back downstairs." He ordered and Lady Isobel nodded. "Keep yourself safe." She murmured, before leaning in to kiss her husband once more. "Now go." Sir Robert said softly and Lady Isobel lifted her skirts, heading away. "Girls, come with me. Down the back stairs, back to the kitchens. Quickly!" Lily swallowed, seeing Sir Robert's distraught face.

"Come on!" The Doctor panted as he pushed back past them, stopping next to the Queen. "The observatory's this way." Sir Robert said as he lead them off, the Doctor leading the Queen right behind him, followed by Lily and Rose bringing up the rear. As they ran up the stairs, the Doctor moved on ahead, Rose hot on his heels while Lily helped the Queen and Sir Robert brought up the rear guard.

The Doctor barreled inside the observatory noting. "No mistletoe in these doors because your father wanted the wolf to get inside." Everyone crowded in and the Doctor said desperately. "I just need time. Is there any way of barricading this?"

"Just do your work," Sir Robert interrupted, "and I'll defend it." Lily's heart dropped- surely he didn't mean… "If we could bind them shut with rope or something." The Doctor continued. "I said," Sir Robert interrupted, "I'd find you time, Sir." He emphasized and this time everyone understood. The Queen and Rose widened their eyes in horror while Lily's softened sadly. "Now get inside." Sir Robert insisted.

The Doctor paused to look him right in the eye. "Good man." He said seriously. "You're a hero, Sir Robert, and we'll make sure you're remembered as one." Lily called out to him as the Doctor turned back into the room and Sir Robert swung the doors shut. "Thank you." He whispered through the doors, before he left and the Doctor raised his hand before the Queen.

"Your Majesty, the diamond." He demanded. Lily rushed past, grabbing Rose as she went. "For what purpose?" The Queen asked bewildered while Lily muttered, "Rose, help me" as she pulled at the lever to open the observatory.

"The purpose it was designed for." The Doctor replied curtly, and the Queen handed him the diamond. He quickly joined the girls, standing next to the Lily. "Lift it. Come on." He groaned and Lily heaved as they pulled on the lever.

"Is this the right time for stargazing?" Rose bit out as she pushed. "Yes, it is." The Doctor and Lily said together through gritted teeth as they pulled.

Suddenly they heard Sir Robert's pain-filled cries as the wolf's snarls reached them, accompanied by ripping sounds. Rose looked back at them with fearful eyes as the Doctor's face hardened and Lily bit back her tears. They continued to pull desperately as they heard the wolf growl, finishing its latest victim.

"You said this thing doesn't work." Rose said desperately, and the Doctor grunted his reply. "It doesn't work as a telescope because that's not what it is. It's a light chamber. It magnifies the light rays like a weapon. We've just got to power it up." He grit his teeth, pulling the lever. "It won't work. There's no electricity." Rose cried and the Doctor and Lily gave her a 'Really?' look. "Moonlight." Rose realized, glancing up at the sky. "But the wolf needs moonlight. It's made by moonlight." She said desperately confused.

"You're seventy percent water but you can still drown." The Doctor retorted and Lily groaned. "Later, just pull it's coming!" She cried. "Come on! Come on!" The Doctor yelled as they all threw in a final spurt of energy. Finally it was opened enough and the moon was in place. Its light shone through the telescope, beaming through just as the wolf burst into the observatory.

The Queen cowered as the wolf lifted its paw, ready to strike her. The Doctor ran and threw the diamond underneath the laser beam powered by the Endeavour, sliding into place just in time. The light hit the wolf, lifting it high into the air just before it could swipe at the Queen.

Lily watched in awe as the wolf's form melted away, leaving a young boy's form in its place, still suspended by the light.

"Make it brighter." The boy whispered. "Let me go." The Doctor lowered his eyes before looking back up, moving towards the contraption and opening one of the magnification prisms. The light brightened, and finally the boy's shadow melted into a howling wolf before vanishing altogether. Lily and Rose sagged in relief, the Doctor moving to pick up the diamond. He paused when he was about to return it.

"Your Majesty?" He asked, and Lily looked up to see the Queen examining her wrist. "Did it bite you?" He asked cautiously and Queen Victoria answered airily: "No, it's, it's a cut, that's all." The Doctor looked unconvinced as he approached her slowly, eyes wide. "If that thing bit you" he cautioned and Queen Victoria answered calmly. "It was a splinter of wood when the door came apart. It's nothing." The Doctor stood before her, examining her face before reaching out a hand. "Let me see."

Immediately, the Queen folded her hands. "It is nothing." She said lightly, but with finality. The Doctor closed his mouth, and simply raised an eyebrow. They stood in silence, the Queen staring at the Doctor, before exiting. The three time travellers followed slowly, as they came upon Lady Isobel and what remained of the guards and staff. Lady Isobel scanned their faces anxiously, her face falling when she saw the one she most wanted to see missing.

"We will rest for the night, and then tomorrow, I will knight and dame our three brave heroes." The Queen declared. They were all surprised at her announcement, and Rose and the Doctor exchanged gleeful looks. Lily however, saw Lady Isobel's face before she hid it in a bow. The Queen walked away, surrounded by her revived guards and the maids loitered about, murmuring. Rose turned to her cousin with a smile, but it dropped as she saw Lily approach Lady Isobel slowly.

"I'm so sorry." Lily whispered quietly, and the tearful woman looked at her. Her tear-filled blue eyes met Lily's soft hazel ones, and with a sob, the woman clutched at her, mourning the loss of her husband as the girl wrapped a sympathetic arm around her. They were unaware of the Queen listening in from around the corner, or the Doctor watching them with a heavy heart.

* * *

"By the power invested in me by the Church and the State, I dub thee Sir Doctor of Tardis." Queen Victoria declared, holding the blade over the Doctor's shoulders in her bandaged hand. "By the power invested in me by the Church and the State, I dub thee Dame Rose of the Powell Estate." Rose grinned in her kneeling state as the Queen went on. "By the power invested in me by the Church and the State, I dub thee Dame Lily of the Powell Estate." She finally finished, placing the sword on Lily's shoulder. "You may stand." She concluded, and they stood upright before her.

"Many thanks, Ma'am." The Doctor murmured and Rose added enthusiastically. "Thanks. They're never going to believe this back home."

"Your Majesty," The Doctor began, "you said last night about receiving no message from the great beyond. I think your husband cut that diamond to save your life. He's protecting you even now, Ma'am, from beyond the grave." "Indeed." The Queen said with a smile, which dropped as she added sharply. "Then you may think on this also. That I am not amused."

Lily blinked as the Doctor closed his eyes and grinned, accomplished while Rose said triumphantly beneath her breath: "Yes!"

"Not remotely," the Queen said sharply, "amused." Rose's smile dropped and she looked a little contrite. "And henceforth, I banish you." Lily blinked as the Doctor's fell. "I'm sorry?" He asked, bewildered.

"I rewarded you, Sir Doctor," the Queen said hotly, "and now you are exiled from this empire, never to return, you and that blonde child." She nodded at Rose, and Lily frowned. "I don't know what you are, any of you three, or where you're from, but I know that you consort with star and magic and think it fun, you two especially." She indicated at the Doctor and Rose. "But your world is steeped in terror and blasphemy and death, and I will not allow it. That child at least sees the evil, and knows when it is time to mourn and when to rejoice." She indicated Lily, who blinked in surprise.

"You will leave this shore, and you will reflect, I hope, with the help of Dame Lily on how you came to stray so far from all that is good, and how much longer you may survive this terrible life." She glared between Rose and the Doctor. "Now leave my world, and never return." She ordered. The Doctor and Rose glanced at each other as Lily stared at the Queen in surprise. Queen Victoria simply turned, and left them behind, exiting the room, followed by Lady Isobel and her servants.

"Whoa!" Dougal stopped the wagon and they hopped off. "Cheers, Dougal!" The Doctor called, before turning to the girls. "No, but the funny thing is, Queen Victoria did actually suffer a mutation of the blood. It's historical record. She was hemophiliac. They used to call it the Royal Disease. But it's always been a mystery because she didn't inherit it. Her mum didn't have it, her dad didn't have it. It came from nowhere."

Lily frowned as Rose asked: "What, and you're saying that's a wolf bite?" "Well," the Doctor mused, "maybe hemophilia is just a Victorian euphemism." "For werewolf?" Rose asked in shock. "Could be." The Doctor shrugged.

"Queen Victoria's a werewolf?" Rose repeated, slowly grinning. "Could be. And her children had the Royal Disease. Maybe she gave them a quick nip." The Doctor mused and Rose snorted. "So, the Royal Family are werewolves?" She asked with a grin.

"Well, maybe not yet." The Doctor admitted. "I mean, a single wolf cell could take a hundred years to mature. Might be ready by, oh, early 21st century?" "Nah, that's just ridiculous!" Rose laughed before she paused. "Mind you, Princess Anne." She mumbled. "I'll say no more." The Doctor smiled.

"And if you think about it, they're very private," Rose continued and the Doctor laughed while Lily followed them silently, "They plan everything in advance. They could schedule themselves around the moon. We'd never know. And they like hunting!" They all stepped into the Tardis. "They love blood sports…" The Doctor laughed. "Oh my God, they're werewolves!" Rose cried and the two laughed hysterically. Lily gave a small smile, but turned quickly up to her room, the smile sliding off her face. She would never forget how unfeeling the Doctor had been about the many deaths they'd witnessed last night, and Queen Victoria's words hung around her, dragging her down. She wondered for the first time, as she sat in her room staring ahead blankly, whether she should be travelling with the Doctor… and what it would cost her if she continued.


	10. 4-1 School Reunion

Lily had been avoiding Rose and the Doctor. It wasn't too noticeable at first, because she didn't physically avoid Rose, and it took Rose and the Doctor a while to notice her silence because Lily had always been more of a quiet girl.

It was the Doctor who noticed first, because he found he could never get Lily alone. It had never bothered him before because he'd never tried to get her alone before. But now, it seemed impossible. He could never find her in the Tardis, unless it was to find she was asleep in her room or the library. He wanted to talk to her about that moment when she'd looked at him, disappointed. But that wasn't all- there had been a hint of disgust as she'd watched him in Sir Robert's library.

It was then that he realized he'd not exchanged a word with her besides the odd greeting since they'd defeated the werewolf. And it was at this point, when he began to pay attention, that he realized she wasn't speaking to Rose either, at least, not whenever he was there. He debated bringing it up with her, but decided against it- he had a feeling he should try and fix the rift first before he accidentally caused one between the cousins.

"Hey!" He called, one day when he finally managed to track Lily down in the kitchen. She glanced up from where she was buttering her toast. "Hello." She greeted. Silence followed, confirming the Doctor's suspicions as Lily finished and began to sidle out.

"So," he said, stopping her by leaning casually against the doorframe, blocking her only escape route. "Care to tell me what's wrong?" She blinked at him. "Nothing's wrong-" she began but he snapped. "Don't insult my intelligence." He stopped and took a breath, before saying calmly. "Sorry, I didn't mean to be rude. It's just," he ran a hand through his hair in frustration. "I know you're angry at me, and Rose, about something. I've noticed you ignoring me and closing us off." Her lips pursed and she looked at the floor. "And I wanted to talk to you about it." The Doctor paused but there was no response. He sighed, running his hand through his hair again.

"Look, is this about Scotland? With Queen Victoria?" He asked and Lily's head jerked up. She stared at him speculatively and he went on. "Because, I'll admit it wasn't one of my finer moments. I was pretty rude the whole trip, and I should have known when to keep my mouth shut but…" Lily stared at him. "You don't get it, do you?" She sighed, and the Doctor looked confused.

"Don't get what?" He asked, a tad offended. "It's not that I'm mad really, I just-" she broke off hanging her head. The Doctor saw her struggling and he sighed. He placed a hand under her chin, coaxing her head up. "You just what?" He asked softly and she shook her head. "Nothing." "Not nothing." He countered. "Otherwise you'd be looking me in the eye, telling me how wrong I am."

She lifted her gaze to meet his at last, and his face fell as he saw the hurt that lay in her eyes. "It's just," she began, "I thought, since you've saved so many people and so many planets, and after New New York-" She sighed, dropping her head again. "What?" The Doctor asked flatly. She looked up at him again. "I just thought you'd be a little bit more sensitive. That…" she swallowed before lowering her gaze once more. "That you were better than just treating things like they were a joke when someone had to lose their life for us."

At that the Doctor's heart jolted. He suddenly realized exactly what Lily had seen when she'd given him that look in Sir Robert's library, the look that haunted him. She'd watched Captain Reynolds stand bravely to face a monster he had no hope of beating so that they could escape. She'd watched the man die before her eyes, torn limb from limb, heard his screams. And then she'd seen him and Rose jest about the situation just minutes later, insensitive to those who would've cared about the man's death. And they'd done it again after Sir Robert's death. The Doctor realized Lily had tried to get past it once, when she'd offered him the diamond. But seeing it happen again- he recalled how she'd embraced the poor man's wife, and he suddenly felt very ashamed.

"I-" Lily refused to meet his gaze as the Doctor struggled. "I'm so sorry." He said finally and Lily's shoulders sagged. She sighed. "No, don't be. It's just me, you've done this for years, probably longer. Who am I to judge?" She said a tad bitterly and the Doctor's head snapped up. He pulled her face up with both hands and he stared intently into her startled eyes. "Now don't you think like that." He scolded. "You're my friend, and what you say matters- no matter what people might say, even me when I'm cross and rude."

He stared at her hazel orbs, watching them widen before they softened slightly. He went on. "And I meant it. I am sorry, for the way I acted, for ignoring how you felt, and for not showing that I did care. I just-" he broke off with a sigh, dropping his hands from her face and Lily peered at him curiously. "You just what?" She asked, a ghost of a smile on her lips as she repeated his question from earlier. He gave her a small one in return, before he sighed. Looking up, he noticed the changes around the kitchen- courtesy of the new Tardis.

"I've had to deal with too much death in my very long life." He finally admitted. "And it just…" he finally looked down at her. "It just got to be a bit much. That's why I try not to care, or at least pretend I don't because it's easier that way… It's easier than regretting every single mistake, even though I still count them, still regret; but it makes the burden easier to carry." He sighed, and Lily finally understood. She looked into the old, old eyes of the man before her and understood.

She reached up and grabbed his hand, squeezing it. He looked at her, and she gave him a genuine smile. He returned it after a beat- it was a small one but it would do. She made a vow to herself in that moment- she was going to help this hurting man, this man filled with regrets, to the best of her abilities- no matter what it would cost her.

"So, where're we headed next?" She asked cheerfully and the Doctor grinned. He pulled her along and they headed towards the console. "Mmm, well, we could go the Barcelona, the planet not the city, I've been meaning to ever since I regenerated but the opportunity has never really presented itself." He mused. "Oh, but the 1936 Olympics! Those were good too… and Pompeii. Before the volcano mind, and oh it was a beautiful city." "That sounds incredible," Lily agreed. "So, any one you fancy? How about you choose this time?" The Doctor suggested. Lily brightened, when Rose stepped into the room frowning at her phone.

"Doctor!" She called, and they both turned to her. "Oh, hey Lils." She greeted and Lily nodded, looking curiously at her cousin. "What is it?" The Doctor asked. "Can we go home? Mickey's asked us to come." The Doctor's face fell a little. "Oh, er, so you're going home?" He asked, and Rose looked at him like he was daft. "No, Mickey's asked _us_ to come _._ " She repeated, and he frowned, glancing at Lily. "So Lily's also going with you?" He asked and Lily rolled her eyes.

"I think Rose means Mickey's asking for your help, Doctor." She informed him helpfully. "Oh…" he said, before turning to Rose. "Well, why didn't you say so?" He asked and Lily laughed as Rose rolled her eyes. The Doctor had bounded midway up, when he paused, looking back at Lily guiltily. She saw his look and grinned, understanding it. "Next stop, Earth?" She suggested and the Doctor smiled, relieved. "Allons-y!" He cried, and Rose and Lily laughed as he pulled the Tardis levers, spinning them through space and time

* * *

Lily groaned as she sat at the back of the classroom. It was only day two, and she already hated it. She was posing as a student teacher thanks to the Doctor's psychic paper, i.e. a university student who was training to be a teacher, and she'd already learnt one thing from her first day: she never wanted to be a teacher. She'd signed up for a week's session at the stakeout school, and she thanked God it was only a week- she doubted their investigation would last that long, but on the off-chance that it did, at least she knew she was only stuck here for a week tops.

The bell rang, and she perked up. Sure enough, the door opened and in walked a brown-haired man in a brown pinstripe suit, with a brown tie and brown glasses, and carrying a brown suitcase; the outfit was finished off with white sneakers. She grinned at the Doctor's prim face (what he thought a teacher should look like) as he called out: "Good morning, class." He paused, then added. "Are we sitting comfortably?" He smiled and Lily suppressed a laugh. This, at least, was one class she could sit, and live, through.

The Doctor turned, and picking up a red marker, wrote in large letters on the board: 'PHYSICS.'

"So, physics." The Doctor declared, turning back to face the class. "Physics, eh?" He stared at the bored masses of students. "Physics. Physics. Physics! Physics. Physics, physics, physics, physics, physics, physics, physics." Lily raised an eyebrow at him, and he stared at the class. "I hope one of you is getting all this down. Okay," he turned and began to pace around his desk, "let's see what you know. Two identical strips of nylon are charged with static electricity and hung from a string so they can swing freely. What would happen if they were brought near each other?"

Immediately, a boy raised his hand and Lily looked at him with interest, twirling her pencil. _He must be a smart kid_. She thought. "Yes, er, what's your name?" The Doctor asked, gesturing at the child. "Milo." The boy answered. "Milo! Off you go." The Doctor said. "They'd repel each other because they have the same charge." The boy stated and Lily nodded.

"Correctamundo!" The Doctor declared and Lily wrinkled her nose. "A word I have never used before," the Doctor paused, and glanced at Lily, "and hopefully never will again." He said with raised eyebrows and Lily grinned. "Question two. I coil up a thin piece of microwire and place it in a glass of water. Then I turn on the electricity and measure to see if the water's temperature is affected." Lily raised an eyebrow- if he spoke that quickly, the kid's wouldn't even catch all the information. "My question is this. How do I measure the electrical power going into the coil?"

Milo raised his hand immediately and Lily stared. "Someone else." The Doctor looked around the room. Lily glanced around to see the other kids completely disinterested. "No? Okay, Milo, go for it." The Doctor nodded at the boy.

"Measure the current and PDs in an ammeter and a voltmeter." Lily raised an eyebrow, impressed, as the other kids smirked at each other.

"Two to Milo." The Doctor declared before focusing on the child. "Right then, Milo, tell me this. True or false." He paused before speaking so fast Lily could barely keep up with what he was saying. "The greater the dampening of the system, the quicker it loses energy to its surroundings."

"False." Milo said immediately. Lily frowned, leaning forward intently as the Doctor did the same from the front. "What is non-coding DNA?" He asked. "DNA that doesn't code for a protein." Milo responded immediately.

"Sixty five thousand nine hundred and eighty three times five?" The Doctor fired back. "Three hundred and twenty nine thousand, nine hundred and fifteen." The child replied just as quickly. Lily's eyes widened.

"How do you travel faster than light?" The Doctor asked. "By opening a quantum tunnel with an FTL factor of thirty six point seven recurring." Lily dropped her pencil. The Doctor's mouth dropped open, and he stood in shock. Lily was in a similar state, staring open-mouthed at the child who had answered an impossible question. _Bingo_. Lily thought.

* * *

Lily grimaced sympathetically at Rose across the serving counter as she received her mash from her. Rose just rolled her eyes over at the Doctor, giving him a dirty look. The Doctor smirked, and moved towards an empty table.

"It's so quiet…" Lily muttered, as she joined him, staring out at the students. "They're kids, and it's quieter than nap time at a kindergarten." The Doctor nodded in agreement. "And look," he pointed out, "all the kids, they're either completely focused or dead-looking, like zombies." He murmured. "Isn't that school in a nutshell?" Lily teased and the Doctor laughed.

They tucked in, watching the kids. They just sat, eating their lunches, some staring intently into space as though they were solving difficult equations in their heads while others stared off completely blankly. It wasn't natural, Lily thought as she munched on her chips. As they were finishing off, the Doctor nibbling his own chip Rose joined them on the pretense of cleaning the table.

"Two days." She hissed. "Sorry, could you just?" The Doctor interrupted, indicating a spot on the table: "There's a bit of gravy. No, no, just, just there." Lily snorted as Rose glared at him. "Two days, we've been here." Rose continued, bitingly.

Lily shrugged. "It was your boyfriend's idea." She said at the same time the Doctor said: "Blame your boyfriend." They paused, glancing at each other amused while Rose pursed her lips, unimpressed.

"He's the one who put us onto this." The Doctor continued. "And," the Doctor flourished his chip, "he was right." Rose stood with her hand on her hip, listening. "Boy in class this morning, got a knowledge way beyond planet Earth." "He basically explained the science behind how the Tardis works." Lily added.

"You eating those chips?" Rose asked, gesturing at the Doctor's full plate. "Yeah, they're a bit different." Lily frowned. "Good different or bad different?" She asked. "Just different." The Doctor shrugged. "You couldn't have said something before I ate all of mine?" Lily asked, looking down at the chips suspiciously.

"I think they're gorgeous." Rose inhaled as she ate one. "Wish I had school dinners like this." She said wistfully as the Doctor peered around "You know, Lily, you were right. It's very well-behaved, this place." "Mmm." Rose hummed in absent agreement, reaching for more chips. "I thought there'd be happy slapping hoodies. Happy slapping hoodies with ASBOs. Happy slapping hoodies with ASBOs and ringtones. Ay?" He grinned at the girls, bobbing his head. "Ay? Oh, yeah. Don't tell me I don't fit in." He grinned as Rose smiled munching on a chip while Lily laughed.

"Oh yeah, you fit in- about as well as old grandpas think they do when they think they know something hip and cool." Lily teased and the Doctor pretended to be offended, clutching his heart in mock pain. Rose chortled, when suddenly her boss was next to their table.

"You are not permitted to leave your station during a sitting." She scolded as Rose stood up quickly. "I was just talking to this, uh," Rose pointed at the Doctor, "teacher." She fumbled. "Hello." The Doctor gave a polite wave. "He doesn't like the chips." Rose added in a mock disapproving voice. Lily snorted. "Tattle tail." She whispered and Rose stepped on her foot as she suppressed a grin while the head dinner lady addressed the Doctor. "The menu has been specifically designed by the headmaster to improve concentration and performance." She said firmly before glaring at Rose. "Now get back to work." She said sternly before walking away.

"See?" Rose grumbled as she walked away. "This is me." She gestured down. "Dinner lady." "I'll have the crumble." The Doctor teased and Lily added. "I'll have ice-cream with mine." "I'm so going to kill you two." Rose threatened but she smiled. The Doctor and Lily grinned like children, when suddenly the Maths teacher, Mr. Wagner, walked passed, heading towards a table of children.

"Melissa." He bent down, addressing one of the girls. "You'll be joining my class for the next period. Milo's failed me, so it's time we moved you up to the top class." Lily's brow furrowed- _Milo_ failed? There was no possible way that child could have failed math, he had been beyond genius level. She exchanged a dark glance with the Doctor as Mr. Wagner turned to a boy sitting next to Melissa. "Kenny, not eating the chips?" He asked.

"I'm not allowed." The boy replied, staring dismally down at his packed lunch. The teacher turned away, calling: "Luke. Extra class. Now." The children followed immediately, and Lily watched intently, before sweeping her gaze around the room. She saw the Doctor gazing up at the upper level balcony, and she glanced up to see the Headmaster, Finch standing there, overlooking the whole canteen.

* * *

"Hello."

Lily looked up from a school desk, startled. "What are you doing here? You look a little young to be a teacher..." The woman before her trailed off and Lily grinned. "Nah, I'm a student, tenth time repeating fifth grade." She joked, and the woman smiled at her. "Sorry, where are my manners." The woman suddenly recollected, before she stuck out her hand.

"Sarah Jane Smith." She smiled. "Lily Tyler." Lily smiled, shaking the offered hand. "Er, is there something I can help you with?" Lily asked, appraising the woman. "Oh, I'm an investigative reporter and I'm running a special on the remarkable results this school is producing. Might I ask what your role here is, Miss Tyler?" Sarah Jane asked.

"Oh, please, call me Lily, I'm only just out of school myself." Lily laughed. "I'm here for teacher training, I'm a student teacher." Lily smiled. "Oh, nice, how long have you been here?" "Oh, it's only my second day." Lily admitted and Sarah Jane raised her eyebrows. "Really?" She asked, seeming to look the girl over once more. Lily raised her own eyebrow in question and Sarah Jane just smiled. "Oh nothing, there just seems to be a lot of new staff, don't you think?" Sarah Jane asked, and Lily shrugged.

"Well, I can't say I know too much myself. I'm still new here, and as a student teacher, you don't really see too much into… the shadows, shall we say." Lily said and Sarah Jane seemed to like that answer. "And what about the children getting ill? Doesn't that… strike you as odd?" Sarah Jane asked. Lily examined the woman before her.

"…As I said, I can't say too much myself." Lily repeated with a polite smile. "Oh of course." Sarah Jane replied quickly. "Well, I don't want to bother you, it seems you're grading papers. Good day, Lily."

"Good day, Miss Smith." Lily replied and Sarah Jan smiled. "Please, call me Sarah Jane." "Well, a very good day, Sarah Jane. And good luck… with the report." Lily smiled. Sarah Jane left, and Lily watched her go with raised eyebrows, wondering who this Sarah Jane Smith was.

* * *

That night, Lily snuck into the empty school with the Doctor, Rose, and Mickey.

"Oh, it's weird seeing school at night. It just feels wrong." Rose murmured, her voice high with excitement. "When I was a kid, I used to think all the teachers slept in the school." "I did too." Lily agreed and the Doctor stopped them by the stairs.

"Alright, team." He began, before he broke off moaning: "Oh, I hate when people say team. Er, gang. Er, comrades." He looked around at them, and Lily raised her eyebrows at him. He sighed. "Anyway, Rose, go to the kitchen. Get a sample of that oil. Mickey, the new staff are all Maths teachers. Go and check out the Maths department. Lily, I want you to check the Maths classrooms. I'm going to look in Finch's office." He turned and headed off."Be back here in ten minutes." He called over his shoulder.

Mickey looked around nervously, and Lily noticed. "You okay?" She asked, placing a hand on his arm. Mickey jumped, startled. "You going to be alright?" Rose asked, concerned. Mickey snorted nervously. "Me? Please. Infiltration and investigation? I'm an expert at this." He swaggered off to the right confidently, and Rose smiled while Lily counted. "One, two three…"

They both looked over to see Mickey wandering back nervously. He stopped next to them. "…Where's the Maths department?" He asked embarrassed. Lily chuckled as Rose smiled.

"Down there, turn left, through the fire doors, on the right." Rose told him, pointing it out. "Thank you." He said, and walked off. "Look out for monsters." Lily called, and Mickey laughed nervously. "Sure, you call me if you get scared! …Any time!" The girls grinned before they headed off in their respective directions.

Lily peered around corners, slowly approaching the special classes classrooms. She peered in, trying all the doors only to find them all locked. She was jiggling another doorknob when she heard screeching and a shadow flew overhead. She glanced up nervously, crouching down. Slowly she reached for the doorknobs again, wriggling every single one. She frowned, and moved to see if she could at least see something through the windows. She peered in, spying past the many computer screens, trying to see if there was anything else.

Suddenly, she heard Mickey shrieking. She turned and ran back, heart pounding as she feared the worst. She turned a corner only to run straight into the Doctor. "Doctor!" She gasped. "Did you hear that? Where's Mickey?" Just then she noticed the other two with him, Rose and a woman she realized, with a start, she knew.

"Oh, Lily this is-" "Sarah Jane Smith." Lily said in surprise and the older woman's eyes lit up as she recognized the pretty brunette girl from earlier. "Lily…Tyler, wasn't it?" Sarah Jane, and Lily nodded. "You know her?" Rose asked as the Doctor blinked. "Yeah, met her earlier, said she was a reporter." Lily replied, grinning at the woman.

"I am a reporter." Sarah Jane smiled. "And I knew you had to be with the Doctor- it just seemed like too much of a coincidence for a student teacher to somehow manage to be here at this timing." Lily smiled as they continued to where they'd heard Mickey's scream.

They entered a classroom to see Mickey hurriedly picking up packets scattered across the floor. "Sorry!" He said when he spotted them. "Sorry, it was only me." He said as the Doctor sighed. "You told me to investigate, so I started looking through some of these cupboards," Mickey explained as Rose examined the storage closet while the Doctor knelt down, "and all of these fell on me." Mickey finished as Lily peered over the Doctor's shoulder.

"Oh my God, they're rats." Rose said, disgusted. "Dozens of rats. Vacuum packed rats." "What're they for?" Lily wondered while the Doctor stood back up and stared at Mickey. "And you decided to scream." He said, exasperated.

"It took me by surprise!" Mickey defended, and the Doctor scoffed. "Like a little girl?" He asked. "It was dark!" Mickey protested. "I was covered in rats!"

"Nine, maybe ten years old." The Doctor mocked. "I'm seeing pigtails, frilly skirt." Mickey touched his hair, looking offended. "Very mature," Lily snorted.

"Hello, can we focus?" Rose asked exasperated. "Does anyone, besides Lily and I, notice anything strange about this? Rats in school?" She asked, and Mickey shrugged while the Doctor's face deepened in thought.

"Well, obviously, they use them in Biology lessons. They dissect them." Sarah Jane interjected, before looking at Rose. "Or maybe you haven't reached that bit yet." She mocked. "How old are you?"

"I take offense to that." Lily muttered, as Rose's eyes narrowed. "Excuse me, no on dissects rats in school anymore. They haven't done that for years. Where are you from, the dark ages." Lily blinked at the malice in Rose's voice and slowly stepped behind the Doctor, not wanting to get involved in this.

"Anyway." The Doctor said loudly, interrupting. "Moving on." Sarah Jane and Rose folded their arms as the Doctor continued. "Everything started when Mr. Finch arrived. We should go and check his office." He tossed the rat he'd been holding at Mickey, leaving. Lily followed, whispering: "I thought you went to check earlier? Did you get distracted?" He replied curtly: "Don't you start too." And Lily grinned.

As they turned into the next passage, they were joined by Sarah Jane and Rose, who then pushed past to walk in front of Lily and the Doctor. "I don't mean to be rude or anything," Rose began and Lily sighed. "Which means you're almost certainly going to be rude." She mumbled but Rose went on, ignoring her: "But who exactly are you?"

"Sarah Jane Smith." Sarah Jane replied proudly. "I used to travel with the Doctor."

"Oh." Rose said politely, before turning to face forward. "He's never mentioned you." She said through her smile that was more just her showing grit teeth. "Oh, I must've done." The Doctor intervened as Sarah Jane looked back at him, shocked. "Sarah Jane. Mention her all the time."

"Hold on." Rose pretended to think about it before turning back to the older woman. "Sorry. Never." Lily winced as Rose pulled ahead and Sarah Jane asked in a hurt voice: "What, not even once? He didn't mention me even once?" Sarah Jane continued to ask as she followed Rose.

The Doctor just watched on helplessly as Mickey laughed. "Ho, ho, mate." He chortled, placing a hand on the Doctor's shoulder as they walked. "The missus and the ex. Welcome to every man's worst nightmare." He said cheerily and Lily jabbed him in the ribs. "You're not helping." She scolded and Mickey grinned. "Just hope that'll never be you, Lils." He said cheerily and she wrinkled her nose at him.

They arrived outside the headmaster's office and the Doctor used his sonic to open the lock. "Maybe those rats were food." The Doctor mused as the lock clicked. "Food for what?" Rose asked but the Doctor ignored her, opening the door and peering inside. He paused before gazing at the ceiling.

"Rose, Lily…" he said slowly. "Yea?" Lily replied. "You know how you two used to think all the teachers slept in the school?" "I have a bad feeling about where this is going." Lily sighed. The Doctor moved further in, letting them come in. "Well, they do." He continued his thought and Lily peered in to see what looked like enormous bats hanging upside down, clutching the lights on the ceiling as they slept.

"I knew it." Lily moaned. "No way!" Mickey gasped, running out in a panic. The others quickly followed, the Doctor closing the door behind him, none of them noticing the sound waking one of the creatures, which screeched ominously.


	11. 4-2 Competition

Mickey was the first out of the school Rose rushing after. "I am not going back in there!" Mickey declared, freaked out. "No way!" The Doctor and Lily joined them, Sarah Jane bringing up the rear as Rose gasped out, trying to regain her breath: "Those were teachers."

"Seven new teachers. There were thirteen of them though." Lily murmured. "When Finch arrived, he brought with him seven new teachers, four dinner ladies and a nurse." The Doctor rattled off. "Thirteen." Lily gasped.

"Thirteen." The Doctor confirmed before continuing: "Thirteen big old bat people. Come on." He turned back to the school and Mickey refused vehemently: "'Come on'? You've got to be kidding!"

"I need the Tardis. I've got to analyze that oil from the kitchen." The Doctor explained when Sarah Jane interjected excitedly. "I might be able to help you there." Lily saw Rose turn away with a scowl while Sarah Jane continued: "I've got something to show you."

She pulled the Doctor by the arm, dragging him towards the parking lot. Lily looked over to see Rose closing her eyes in irritation as the pair left. She reached out and gently took her cousin's hand. Rose opened her eyes and looked at her cousin, her face softening slightly as Lily smiled at her encouragingly. Together and with Mickey, they followed Sarah Jane to her car. She opened her car boot to reveal a bulky object covered with a green plaid blanket. The Doctor lifted the blanket and Lily peered in curiously to see what appeared to be a robot dog.

"K9!" The Doctor cried in excitement. "Rose Tyler, Lily Tyler, Mickey Smith, allow me to introduce K9. Well, K9 Mark 3 to be precise." The Doctor had to finish in his explanatory voice.

"Why does he look so disco?" Rose asked and the Doctor looked at her offended. "Oi! Listen, in the year five thousand, this was cutting edge. What's happened to him?" He asked Sarah Jane, and she shrugged sadly. " Oh, one day, he just, nothing."

"Well, didn't you try and get him repaired?" The Doctor asked incredulously. "Well, it's not like getting parts for a Mini Metro." Sarah Jane retorted. "Besides the technology inside him could rewrite human science." She added. "I couldn't show him to anyone." She finished with a moan while the Doctor patted the tin dog. "Ooh, what's the nasty lady done to you, eh?" He cooed.

Lily laughed as he began to pet the dog, cooing at it softly. Rose walked off, completely pissed off. "Look, no offence," she snapped, "but could you two just stop petting for a minute? Never mind the tin dog. We're busy." Sarah Jane moved to the driver's seat, and the Doctor finally stopped petting his old dog, closing the boot.

The hairs suddenly stood up on Lily's neck and she glanced up at the roof. Seeing nothing, she shrugged it off, assuming it was just the after-shock from earlier. None of them noticed one of the aliens flying in the air, following them.

* * *

Sarah Jane drove them to the nearest chip store. Together, Mickey and the Doctor hauled the tin dog out of the boot and carried it in, setting in on top of the red-checkered table.

Lily and Rose stood in line to buy chips and Mickey joined them while the Doctor and Sarah Jane sat, fixing the robot dog and laughing as they chatted. Lily saw Rose glaring at the Doctor and Sarah Jane and she sighed as 'Love will tear us apart' started to play over the radio in the background.

"You see, what's impressive is that it's been nearly an hour since we met her and I still haven't said I told you so." Mickey said smugly. Lily elbowed him in the ribs as Rose sighed. "I'm not listening to this." She mumbled, agitated. "Although, I have prepared a little 'I was right' dance that I can show you later." Mickey laughed and Rose gave him a dangerous look. Thankfully the chip lady handed over their order at that moment.

"Two quid, love." She said, and as Rose rummaged for cash, Lily hissed in Mickey's ear: "Not helping!" Mickey just grinned at her and as Rose accepted the carton of chips, he continued: "All this time you've been giving it, he's different, when truth is, he's just like any other bloke." Mickey finished, completely amused and Rose muttered angrily: "You don't know what you're talking about."

"Maybe not." Mickey said with raised eyebrows, before glancing at the Doctor and Sarah Jane. "But if I were you," he teased, "I'd go easy on the chips." Rose stopped to stare at him, a chip stuffed halfway into her mouth, before lowering her gaze dejectedly. Lily lifted her hand, and slapped Mickey over the top of his head. "Ow!" He complained and Lily looked at him.

"You deserved it." She informed him.

* * *

Doctor P.O.V.

"I thought of you on Christmas Day." Sarah Jane mused with a smile. "This Christmas just gone? Great big spaceship overhead, I thought, oh yeah, bet he's up there."

"Right on top of it, yeah." The Doctor agreed, fiddling with the wires. "And Rose?" Sarah Jane asked, her smile dropping a little. "She was there too." The Doctor continued happily. "…Lily?" Sarah Jane asked quietly, and the Doctor replied shortly, "Her too" as he started to see where she was going with this.

"Oh, bet there's drama there." Sarah Jane chortled and the Doctor frowned. "Actually, no." He mumbled and Sarah Jane looked up surprised. "They don't fight over you?" "No, why would they?" The Doctor asked.

"I just thought…" Sarah Jane paused, before glancing over at Lily. She saw Rose's possessive glare in her direction, and Lily's sympathetic glance. "Never mind." She murmured, realizing what it was. There was a brief pause before Sarah Jane asked suddenly.

"Did I do something wrong?" The Doctor stopped what he was doing to look at her. "Because you never came back for me. You just dumped me." Sarah Jane said flatly. "I told you." The Doctor mumbled. "I was called back home and in those days humans weren't allowed."

"I waited for you." Sarah Jane accused. "I missed you." She admitted and the Doctor scoffed. "Oh, you didn't need me. You were getting on with your life." He tried to lift the tension with a grin but Sarah Jane wasn't having it.

"You were my life." She said flatly, and the Doctor paused again to look at her. "You know what the most difficult thing was?" Sarah Jane asked. "Coping with what happens next, or with what doesn't happen next." She continued, finally letting it all out. "You took me to the furthest reaches of the galaxy, you showed me supernovas, intergalactic battles, and then you just dropped me back on Earth." She paused, staring at him in accusation. "How could anything compare to that?"

"All those things you saw, do you want me to apologise for that?" The Doctor asked, frowning, feeling a little offended. "No," Sarah Jane answered before saying bitterly, "but we get a taste of that splendor and then we have to go back."

"But look at you, you're investigating." The Doctor tried to comfort her, smiling. "You found that school. You're doing what we always did." "You could have come back." She muttered, sulkily. The Doctor's face dropped.

"I couldn't." He said, seriously, a darker look on his face. "Why not?" Sarah Jane demanded, and the Doctor's gaze dropped. He didn't answer, going back to fixing K9 with an expression of mixed despair and anger on his face. Sarah Jane got the hint, and she changed subject.

"It wasn't Croydon. Where you dropped me off, that wasn't Croydon." She stated and the Doctor looked at her. "Where was it?" He asked. "Aberdeen." Sarah Jane snapped and the Doctor raised his eyes in realization. "Right. That's next to Croydon, isn't it?" He asked and Sarah Jane had to smile. There was a whirring sound and the Doctor beamed.

"Oh, hey. Now we're in business." He cried. "Master." K9 answered. "He recognizes me." The Doctor said gleefully. "Affirmative." K9 replied. "Rose, give us the oil." He said excitedly, holding out a hand.

The other three moved over, Rose handing the Doctor a small jar. "I wouldn't touch it, though." Rose warned. "That dinner lady got all scorched." Lily frowned but the Doctor replied simply: "I'm no dinner lady. And I don't often say that." He plunged a finger in, and an antenna stuck out of K9. He smeared the oil onto what looked like a plunger at the end, and it withdrew back into the robot.

"Here we go." The Doctor waited, folding his arms expectantly. "Come on, boy. Here we go." The robot beeped and lights flashed as Lily stared in awe. "Oil. Ex ex ex extract. Ana ana analyzing." It stuttered as its lights flashed and Mickey laughed. "Listen to him, man." He said, mockingly while Rose grinned. "That's a voice."

"Careful. That's my dog." Sarah Jane said, offended. The Doctor gave Mickey a look as the robot piped up: "Confirmation of analysis. Substance is Krillitane Oil." The Doctor's eyes widened and he lifted his head. "They're Krillitanes." He murmured and Lily looked at him.

"Is that bad?" Rose asked and the Doctor nodded. "Very." He said softly. "Think of how bad things could possibly be, and add another suitcase full of bad." "Well, that's cheery." Lily muttered as Sarah Jane asked: "And what are Krillitanes?"

"They're a composite race." The Doctor explained, talking faster and fast. "Just like your culture is a mixture of traditions from all sorts of countries, people you've invaded or have been invaded by. You've got bits of Viking, bits of France, bits of whatever. The Krillitanes are the same." He slowed down, looking them each in the eye.

"An amalgam of the races they've conquered. But they take physical aspects as well. They cherry pick the best bits from the people they destroy." He paused as he gazed down at K9 before he looked at Lily. "That's why I didn't recognize them. That last time I saw Krillitanes, they looked just like us except they had really long necks."

"And now they look like giant bats." Lily said in disbelief. "What're they doing here?" Rose asked and Lily's brow furrowed. "The kids…" Lily murmured and the Doctor nodded. "It's the children." He murmured darkly. "They're doing something to the children." "But that oil was on the chips- why're they feeding their oil to everyone?" Lily asked, confused. "I don't know yet." The Doctor admitted. "But we're going to find out." He muttered.

* * *

Lily P.O.V.

"So, what's the deal with the tin dog?" Mickey asked as he helped Sarah Jane slide K9 back into the boot. Lily was just leaving the shop and walking towards them, Rose and the Doctor right behind her. "The Doctor likes travelling with an entourage." Sarah Jane explained. "Sometimes they're humans, sometimes they're aliens, and sometimes they're tin dogs." She paused, looking at Mickey.

"What about you?" She asked curiously. "Where do you fit in the picture?" Mickey grinned. "Me? I'm their Man in Havana." He said proudly. "I'm the technical support. I'm…" He broke off, grin sliding off as he realized. "Oh, my God. I'm the tin dog." He sat down in shock next to Sarah Jane in the car boot and she smiled, patting his back.

Lily paused as she watched them, the Doctor and Rose storming past her. "How many of us have there been travelling with you?" Rose demanded of the Doctor. Lily winced- this was not going to end well. "Does it matter?" The Doctor sniped and Rose snapped back: "Yeah, it does, if I'm just the latest in a long line."

"As opposed to what?" The Doctor demanded, stopping to look at her and Lily paused, stepping back again and giving them space. Rose also stopped, looking at him hurt as he frowned at her. "I thought you and me were…" She took a deep breath, swallowing the hurt.

"I obviously got it wrong. I've been to the year five billion, right, but this?" She said as the Doctor averted his gaze. "Now this is really seeing the future. You just leave us behind." Lily bit her lip, unsure of whether to step in. "Is that what you're going to do to me?" Rose asked.

"No. Not to you." The Doctor responded instantly, his eyes dark. Lily lowered her head as Rose stared at him. "But Sarah Jane?" She questioned. "You were that close to her once, and now," she paused, tears shining in her eyes, "you never even mention her. Why not?"

"I don't age." The Doctor explained, his lip quivering. "I regenerate. But humans decay." He swallowed and Lily lifted her head to see his eyes held repressed tears of his own. "You wither and you die. Imagine watching that happen to someone who you-" He broke off abruptly, unable to finish his sentence. "What, Doctor?" Rose asked. The Doctor took a deep breath, looking her in the eye.

"You can spend the rest of your life with me," he said in a low voice, "but I can't spend the rest of mine with you. I have to live on. Alone." He paused, his eyes shining sadly. "That's the curse of the Time Lords."

"Time Lord." Lily's head jerked up as a voice whispered above them. They all looked up as something screeched, and Lily gasped as a hideous beast swooped down at them. The Doctor pulled her down, and they all ducked as it simply swept above them, flying off. They all stared after it as Sarah Jane asked in shock: "Was that a Krillitane?"

"But it didn't even touch her." Rose gasped. "It just flew off. What did it do that for?" She asked the Doctor but he didn't answer, just staring up after the Krillitane. She glanced at Lily, but her cousin was also just watching the alien as it flew away.

* * *

The group all got out of Sarah Jane's car as the bell rang, watching the crowds of students heading into the school as they slammed the doors shut and stood around the Doctor.

"Rose and Sarah, you go to the Maths room." The Doctor ordered. "Crack open those computers, I need to see the hardware inside. Here, you might need this." Rose held out her hand for the sonic but the Doctor didn't notice, passing it to Sarah Jane. Lily winced. "Lily, join them, but try see if you can't find something on the computers, programs, saved documents, anything that might give us a clue." The Doctor continued, and Lily nodded, trying not to see Rose and Sarah Jane's put out expressions as the Doctor unwittingly dismissed their intelligence.

"Mickey, surveillance. I want you outside." The Doctor finished, unaware of the conflict inside his team. "Just stand outside?" Mickey asked incredulously as the Doctor walked off. "Here, take these," Sarah Jane said, tossing him her car keys, "you can keep K9 company."

"Don't forget to leave the window open a crack." The Doctor added over his shoulder. "But he's metal!" Mickey protested. "I didn't mean for him." The Doctor called as they walked off. "What're you going to do?" Rose asked him, and he answered darkly. "It's time I had a word with Mr. Finch."

* * *

Lily stood at a corner, trying to get the computer to switch on somehow so she could dig through it. Rose was standing next to Sarah Jane, sitting sulkily against the desk, as Sarah Jane tried to open the CU, pointing the sonic at it but it wasn't turning on for her.

"It's not working." She grumbled and Rose sighed. "Give it to me." She sniped, taking the sonic and moving to work in Sarah Jane's place exasperated with the situation. "Used to work first time in my day." Sarah Jane mused as Rose switched the sonic on. "Well, things were a lot simpler back then." Rose muttered, annoyed.

Sarah Jane ignored her as she leant against a desk. "Rose, can I give you a bit of advice?" She asked suddenly. Lily looked up, surprised, while Rose muttered childishly. "I've got a feeling you're about to."

"I know how intense a relationship with the Doctor can be," Sarah Jane began, "and I don't want you to feel I'm intruding." Rose interrupted. "I don't feel threatened by you, if that's what you mean." She said finally looking at Sarah Jane. "Right. Good. Because I'm not interested in picking up where we left off." Sarah Jane said and Rose scoffed. "No?" Lily shook her head- she could feel a fight coming. "With the big sad eyes and the robot dog? What else were you doing last night?" Rose demanded.

"I was just saying how hard it is adjusting to life back on Earth." Sarah Jane defended herself and Rose stood up, turning away as she said: "The thing is, when you tow met they'd only just got rid of rationing. No wonder all that space stuff was a bit too much for you." She scorned and Sarah Jane replied angrily: "I had no problem with space stuff. I saw things you wouldn't believe."

"Try me." Rose sneered.  
"Mummies." Sarah Jane bit out.  
"I've met ghosts." Rose retorted.  
"Robots. Lots of robots." Sarah Jane continued.  
Lily's head swiveled between them as she watched them, almost like she was watching tennis, as the two women fired back at each other.  
"Slitheen, in Downing Street." Rose shot back.  
"Daleks!" Sarah Jane snapped.  
"Met the Emperor."  
"Anti-matter monsters."  
"Gas masked zombies."  
"Real living dinosaurs."  
"Real living werewolf."  
"The Loch Ness Monster!" Sarah Jane shouted finally.  
"Seriously?" Rose asked.

Sarah Jane grimaced in shame, lifting her hands to clasp them over her face. Rose grinned back, ashamedly and Lily smiled as she watched them. "Listen to us." Rose said, embarrassed. "It's like me and my mate Shireen. The only time we fell out was over a man, and we're arguing over the Doctor." Lily laughed at them, and they smiled shyly, both calm at last.

Lily grinned at Sarah Jane, and Rose gave her a small smile. "With you," Rose began, "did he do that thing where he'd explain something at like, ninety miles per hour, and you'd go 'what?' and he'd look at you like you'd just dribbled on your shirt?"

"All the time." Sarah Jane laughed, and Lily giggled. "Does he still stroke bits of the Tardis?" Sarah Jane asked, and Rose laughed: "Yeah! Yeah, he does." Sarah Jane also began to laugh as Lily's shoulders shook uncontrollably as Rose continued: "I'm like, do you two want to be alone?" All three of them started laughing, when suddenly the Doctor walked in.

"How's it going?" He asked, his face set grimly. Lily found this hilarious, and apparently the other two agreed as they all laughed harder. "What?" The Doctor asked confused. "Listen, I need to find out what's programmed inside these?" The girls continued to laugh at him. "What?" At this point, they had gotten hysterical. "Stop it!" The Doctor frowned, and Lily fell over, crying hysterically, only causing Sarah Jane and Rose to laugh harder too.

"Oh, never mind, bloody women." The Doctor muttered, causing Rose and Sarah Jane to fall onto the floor as well, none of them unable to control themselves as they shook with laughter.


	12. 4-3 Goodbye, Sarah Jane Smith

They had finally managed to calm down, and Sarah Jane and Rose stood over the Doctor as he worked, while Lily had returned to trying to work the computer.

"All pupils to class immediately. And would all members of staff congregate in the staff room." The intercom suddenly announced and Lily gasped. "Oh my God. Doctor," he looked at her. "The teachers! The Krillitanes'll kill them." She said in horror. The Doctor hesitated, seeing her distress but he had to make a choice. "I'm sorry." He whispered. "Finch knows I'm here, we don't' have time. We need to save the children." Lily swallowed hard, before nodding and continuing to click around. Sarah Jane watched the exchange with a funny expression before shaking it off for now as Rose ran to the door, blocking students from entering.

"No, no. This classroom's out of bounds." She told them. "You've all got to go to the South Hall. Off you go. South Hall!" She closed the door, running back to the Doctor who was trying to sonic the CU.

"I can't shift it." He muttered and Sarah Jane looked at him. "I thought the sonic screwdriver could open anything!" She said incredulously. "Anything except a deadlock seal." The Doctor sighed as he peered at the machine. "There's got to be something inside here. What're they teaching those kids?" He muttered.

"Uh, Doctor?" Lily called, staring as all the screens switched on. He looked up to see everything glowing green as a cube of some kind spun on the left side of the screens, while code ran at an incredibly fast rate on the right side. Lily watched as the large screen at the front of the classroom also lit up.

"You wanted the program? There it is?" Sarah Jane, gestured. The Doctor peered at the screens, and up at the large screen, frowning. "Some sort of code." He muttered. He stared at it a moment longer before realization dawned on him. "No." He murmured. "No, that can't be." He said in horror.

"The Skasis Paradigm." He whispered. "They're trying to crack the Skasis Paradigm." He stood in horror, staring at the screen. "The Skasis what?" Sarah Jane asked, confused.

"The God maker." The Doctor explained. "The universal theory. Crack that equation, and you've got control of the building blocks of the universe. Time and space and matter, yours to control." He stared, his eyes wide with horror as Rose stared at him. "What, and the kids are like a giant computer?" She asked, shocked.

"Yes." The Doctor breathed. "And their learning power is being accelerated by the oil." He realized, pacing around the room, Rose and Sarah Jane following him with their eyes. "That oil from the kitchens, it works as a , as a conducting agent. Makes the kids cleverer." He explained and Rose said in horror: "But that oil's on the chips. I've been eating them."

"What's fifty nine times thirty five?" The Doctor asked. "Two thousand and sixty five." Rose replied instantly, and the Doctor raised his brows at her, his point made. "Oh, my God." She breathed.

"But why use children?" Sarah Jane asked, perplexed. "Can't they use adults?" "No," the Doctor replied, shaking his head, "it's got to be children. The God maker needs imagination to crack it. They're not just using the children's brains to break the code," he muttered before looking at them seriously, "they're using their souls."

"Let the lesson begin." They turned as Mr. Finch walked in. "Think of it, Doctor. With the Paradigm solved, reality becomes clay in our hands. We can shape the universe and improve it."

"Oh yeah? The whole of creation with the face of Mr. Finch?" The Doctor said scornfully. "Call me old fashioned, but I like things as they are." He said, and Mr. Finch shook his head in disappointment. "You act like such a radical, and yet all you want to do is preserve the old order?" Mr. Finch walked towards the Doctor as he continued. "Think of the changes that could be made if this power was used for good."

"What, by someone like you?" The Doctor scoffed. "No," Mr. Finch smiled, "someone like you." The Doctor's face turned emotionless as Mr. Finch continued softly, seductively. "That Paradigm gives us power, but you could give us wisdom. Become a God at my side. Imagine what you could do. Think of the civilizations you could save. Perganon, Assinta. Your own people, Doctor, standing tall. The Time Lords reborn."

"Doctor, don't listen to him." Sarah Jane interrupted, and Mr. Finch turned to her. "And you could be with him throughout eternity." Sarah Jane recoiled as he continued. "Young, fresh, never wither, never age, never die." He returned his attention to the Doctor. "Their lives are so fleeting. So many goodbyes. How lonely you must be, Doctor." The Doctor's face turned speculative. "Join us." Mr. Finch purred.

"I could save everyone." The Doctor said softly. "Yes." Mr. Finch whispered. "I could stop the war." The Doctor mused, quietly and Mr. Finch smiled at him.

"No." Sarah Jane interrupted again, stepping forward to address the Doctor. "The universe has to move forward." Rose suddenly noticed how silent Lily had been. "Pain and loss, they define us as much as happiness or love." Rose turned to her cousin as Sarah Jane continued to speak. "Whether it's a world, or a relationship, everything has its time. And everything ends." Rose frowned as she saw Lily standing completely still, staring at the screen.  
"Lily?" Rose asked, cautiously touching her cousin's arm. The Doctor and Sarah Jane whipped around to see the girl unmoving, staring at the large screen as she had been since it had switched on. The Doctor only now realized, with guilt, how quiet she had been- he should've noticed that.

"Ah, shame, you've noticed." Mr. Finch smirked as the Doctor glared at him. "She's clever, that one, I'd say she was most likely already close to genius… and with the help of the oil, well…" he chuckled as he turned to look at her. "I think we've found our winner." He leered hungrily, as the Doctor's face contorted in fury.

The Doctor suddenly turned and threw a chair at the big screen. It smashed to pieces and Lily started, finally tearing her gaze away. "Out!" The Doctor yelled and they all ran. "I thought you said it only worked on kids!" Sarah Jane cried as Rose dragged her cousin away. "It _should_ only work on kids." The Doctor shouted back as Krillitane screeches echoed through the school. "Well, maybe it still works since she's only 19?" Rose suggested and the Doctor screeched to a halt.

"You're 19?" The Doctor asked in disbelief and Lily wrinkled her nose as Rose looked at the Doctor in disgust. "You didn't know?" Sarah Jane asked incredulously and Rose interjected. "How could you not know?" The Doctor replied defensively: "I don't know, she never told me!"

"Because you never asked." Lily and Rose said at the same time that Sarah Jane muttered: "I bet you never asked." The women stared at each other in mutual understanding, as the Doctor sighed. "Don't gang up on me." He muttered. "Just come on!" Lily yelled, dragging the Doctor along.

They raced downstairs and out into the lobby just as Mickey ran up to join them followed by a boy Lily recognized as the kid from before with the packed lunch- Kenny. "What is going on?" He asked the Doctor, just as the Krillitanes appeared at the end of the corridor. The Doctor simply pulled Lily's arm and they all ran in the opposite direction.

They burst into the cafeteria, running through only to find the other doors locked. Mr. Finch burst in as the Doctor was reaching for his sonic and they all backed away in terror as the Krillitanes followed him in.

"Are they my teachers?" Kenny asked, half curious half disgusted. "Yeah. Sorry." The Doctor admitted.

"We need the Doctor and that girl," Mr. Finch pointed at Lily, "alive. As for the others? You can feast." Lily's eyes widened as the Krillitanes began to swoop down at them. They ducked as the Doctor swung a chair above them, desperately trying to protect them. Lily shrieked as one of the beasts caught her hair, pulling her up. "Lily!" The Doctor yelled as he tried to moved towards her, but another one swooped at Rose and Sarah Jane and he was forced to block that one.

"Lily!" Rose screamed as the beast caught Lily by the shoulder and began to lift off, carrying her. "Oi, you let her go!" Mickey yelled. Suddenly, the Krillitane dropped her, causing her to fall with a crash onto a table, as it was shot by a laser.

"K9!" Sarah Jane cried in relief as the robot dog rolled into the view. The Doctor ran to check on Lily. He pulled her into a sitting position as she groaned and he was angered to see blood trickling down the side of her face. "Lily!" Rose cried, coming over to check on her as Mickey joined too, leaning before her. He lifted two fingers, demanding: "Lily, how many fingers?" She looked at him incredulously and he said sternly: "Lilian Tyler, answer the question! How many fingers?"

She hit him on the head, annoyed and Rose smiled while the Doctor frowned. "Yup, okay, she's fine." Mickey muttered as the Doctor asked bewildered: "Who's Lilian?"

Lily sighed. "Me, you daft idiot." She said and the Doctor stared at her. "How come you've never told me that?" He asked and she rolled her eyes, while they ducked another Krillitane as K9 shot it. "You never asked that either!"

"I wasn't going to question it when you told me your name was 'Lily'!" He yelled as they ducked once again and Lily yelled back exasperatedly: "And I don't question why you're 'Doctor'!" "Is this really the time?" Sarah Jane yelled.

"Suggest you engage running mode, mistress." K9 informed, and the Doctor pulled Lily up onto her feet. "Come on!" He called to the others, pulling Lily with him and rushing them out the room. "K9, hold them back!" He yelled. "Affirmative, master." K9 replied. "Maximum defense mode." K9 cried as he began to shoot lasers in all directions.

The group ran into the nearest classroom, the physics classroom. The Doctor paced in thought as they all caught their breath before he clapped his hands together, finally figuring out a plan. "It's the oil." He announced. "Krillitane life forms can't handle the oil. That's it!" He cried excitedly while the rest of them crowded around him. "They've changed their physiology so often, even their own oil is toxic to them. How much was there in the kitchens?" He asked Rose.

"Barrels of it." She replied when suddenly they all heard screeching. They turned in alarm to see scratches on the doors as the Krillitanes fought to get inside. "Okay, we need to get to the kitchens." He ordered. "Lily, stay close to me, they'll be targeting you." She nodded as the Doctor continued.:"Mickey."

"What now, hold the coats?" Mickey asked spitefully and Lily snapped: "Not the time!" The Doctor ignored that as he continued: "Get all the children unplugged and out of the school." He ordered before continuing, thinking furiously. "Now, then, bats, bats, bats. How do we fight bats?"

"With high pitched sounds." Lily responded. Kenny looked up before heading over and jabbing the fire alarm with his elbow. They looked up in surprise as the alarm rang shrilly. The Doctor smiled gleefully as they heard the Krillitanes shrieking in pain outside. Lily ruffled Kenny's head as the Doctor pushed the door open, and they all ran out past the writhing Krillitanes.

The alarms stopped abruptly, and Lily knew it would only be moments before the Krillitanes would be after them once again. Mickey ran off towards the classrooms while Rose, Lily and Sarah Jane followed the Doctor towards the kitchens.

"Master." K9's voice came from behind. "Come on, boy. Good boy." The Doctor encouraged, leading the dog along with them. They burst in, and the Doctor began to sonic the barrels before saying desperately: "They've been deadlock sealed." Lily groaned. "Now what?" She muttered, trying to think of something else.

"Finch must've done that. I can't open them." The Doctor muttered, and K9 replied: "The vats would not withstand a direct hit from my laser, but my batteries are failing." The Doctor glanced around. "Right. Everyone out the back door." He ordered. "K9, stay with me."

Rose and Sarah Jane rushed out, and the Doctor began to drag the barrels. He paused when he heard another one drag behind him. "What're you doing here, I said get out!" He exclaimed as he saw Lily dragging the vat into place. "You need help to get these all in place, and besides you ordered me to stay beside you." She retorted and the Doctor gave up. "Fine, just be careful!" He ordered. They dragged all the barrels, arranging them into a circular formation- a perfect trap.

"Capacity for only one shot, master." K9 suddenly piped up. "For maximum impact, I must be stationed directly beside the vat." Lily paused, staring at the robot as the Doctor rushed over. "But you'll be trapped inside." He protested, bending down to stare at the dog.

"That is correct." K9 replied and Lily's heart sank. "I can't let you do that." The Doctor murmured. "No alternative possible, master." K9 replied and Lily said desperately. "There must be another way." But just then they heard the screeches of the Krillitanes as they got closer. The Doctor hesitated before looking at the robot dog.

"Goodbye, old friend." He whispered, staring intently into K9's eyes. "Goodbye, master." The brave little dog answered. "Bye K9." Lily whispered. "Goodbye, mistress." K9 responded.

"You good dog." The Doctor said seriously. "Affirmative." K9 replied and he wiggled his little antennae ears and tail. The Doctor patted the dog one more time before he grabbed Lily's hand, pulling her away. They ran out together, Lily glancing back one last time to see the brave dog rolling towards the vats.

They burst out the back door, the Doctor letting Lily go as he soniced the door shut. "Where's K9?" Sarah Jane asked, surprised. "We need to run." The Doctor said shortly. Sarah Jane glanced at Lily, but the younger girl hung her head. "Where is he?" She asked again as the Doctor ran past, pulling Lily with him. The Doctor paused as Sarah Jane glanced back at the locked door. "What have you done!" She cried as the Doctor pulled her forcefully away, Lily following.

They ran desperately, trying to put as much distance between them and the kitchens as possible. The Doctor grasped Sarah Jane's hand as Lily ran right behind him. They'd rushed out into the front yard just in time when the kitchen blew up, the glass shattering as the flames licked the sides.

Lily saw Rose hug Mickey ecstatically as they looked on. "Oh my God, Kenny blew up the school!" A girl shrieked happily. "Yay! Kenny! Kenny! Kenny! Kenny!" The other children cheered but Lily saw the Doctor turn to a mournful Sarah Jane. She stepped quickly away to give them some privacy as the Doctor whispered: "I'm sorry."

"It's alright." Sarah Jane replied, too quickly. "He was just a daft metal dog. It's fine, really." Lily watched sadly as the Doctor hugged the poor woman, who then burst into tears.

* * *

"You've finished him." The Doctor looked up from patting the robot to see Lily standing by the Tardis console, grinning down at him. "Yup." He shrugged, standing up from where he was sitting.

"Sarah Jane'll be ecstatic." Lily smiled and the Doctor cracked a smile back. "Well, I should hope so. He's a good dog." He said, patting the dog on the side. "Affirmative." Lily joked and they laughed. "Right, now I'm going to set him outside, surprise Sarah Jane." The Doctor mused and Lily nodded.

He paused as he left, turning to her suddenly. "Why did you never tell me your age?" He asked and she shrugged. "Like I said, you never asked, and I didn't see why I should tell you." The Doctor paused as he took that in.

"I'm sorry." He said and she looked up, surprised. "I should've. I should pay more attention." He admitted and she shrugged again. "No, it was fine, really." She paused before looking him in the eye. "But you should, you know, especially with people like Sarah Jane and Rose."

The Doctor nodded, slowly. "I'll keep that in mind. But don't downgrade yourself- you're just as important." He murmured before leaving, heading out of the Tardis. Lily waited until the doors had closed before she sighed.

"Oh, how wrong you are, Doctor." Lily whispered, turning to slowly walk upstairs. "I'm just a companion- you loved them."

* * *

"You've redecorated." Lily heard Sarah Jane say as she walked out into the Tardis console room. "Do you like it?" The Doctor asked cheerily. "Oh, I, I do. Yeah. I preferred it as it was, but er, yeah. It'll do." Sarah Jane mused.

"Hello, Sarah Jane." Lily smiled as she spotted the older woman. "Hello, you." Sarah Jane grinned back. "I love it." Rose chimed in, referring back to what Sarah Jane had said before. They all shared grins as Sarah Jane asked: "Hey, you what's forty seven times three hundred and sixty nine?"

"No idea." Rose chortled. "It's gone now. The oil's faded." "But you're still clever." Sarah Jane smiled. "More than a match for him." She indicated the Doctor. "You and me both." Rose answered with a smile. "All three of us." Sarah Jane corrected with a smile, glancing at Lily who grinned back. "Well, Lily's always been clever. Why she's boring." Rose winked and Lily laughed. Rose turned to the Doctor.

"Doctor?" She called, and he raised his head. Rose gestured at Sarah Jane. "Er, we're about to head off," the Doctor began, "but you could come with us." He offered hopefully. Rose and Lily glanced at the older woman hopefully but she shook her head.

"No." She rejected gently with a smile. "I can't do this anymore." The Doctor and Rose's smiles dropped while Lily's turned understanding. "Besides, I've got a much bigger adventure ahead. Time I stopped waiting for you," she looked meaningfully at the Doctor, "and found a life of my own." The Doctor raised an eyebrow at that.

"Can I come?" Mickey asked suddenly. Sarah Jane and Lily stared at him while Rose grimaced. "No, not with you," Mickey said quickly, seeing Sarah Jane's face, "I mean with you." He looked at the Doctor, who looked at him impassively. "Because I'm not the tin dog, and I want to see what's out there." Mickey finished and Lily smiled.

"Oh, go on, Doctor." Sarah Jane encouraged. "Sarah Jane Smith, a Mickey Smith. You need a Smith on board." "Okay then, I could do with a laugh." The Doctor said finally, and Mickey grinned while Sarah Jane smiled. Mickey turned to Rose, and then sensed her tension.

"Rose, is that okay?" He asked, and Rose replied somewhat sarcastically. "No, great. Why not?" They all looked on awkwardly before Lily said: "Well, I'm glad you're coming." She grinned as she tackled him in a hug. "Besides, I missed having someone to poke fun at." "Oh, so that's all I'm good for?" Mickey teased back and Lily said with a smug smile: "Well… obviously." They smiled and Sarah Jane sighed.

"Well, I'd better go." She said, and they all turned to her, Lily's smile fading. The Doctor moved away and Sarah Jane reached out to pull Rose in close. "What do I do?" Rose asked her quietly. "Do I stay with him?" She asked, a little bit afraid of the answer.

"Yes." Sarah Jane said firmly. "Some things are worth getting your heart broken for." She hugged the younger girl, before pulling away and saying: "Find me, if you need to, one day. Find me." Rose smiled and Sarah Jane looked over at Lily.

Lily stepped forward as Rose moved back, giving them space. Lily reached out and hugged the older woman who hugged her tightly. "I'll miss you." Lily admitted, and Sarah Jane closed her eyes. "Look after him." She whispered in Lily's ear. "For you." Lily promised but Sarah Jane shook her head, pulling away to look the younger girl in the eye. "For you and him." She said quietly. "You might not know it, but you're good for him. You're…" She broke off, glancing briefly at Rose and then at the Doctor. "Stay with him and look after him." She finished, and Lily nodded.

Sarah Jane turned and left, the Doctor opening the door for her and following her out for their own goodbyes. Lily sighed, folding her arms across her chest. She was going to miss Sarah Jane. She thought back to when Sarah Jane hesitated, and wondered what she had wanted to say.

* * *

Sarah Jane P.O.V.

"It's daft, but I haven't ever thanked you for that time." Sarah Jane mused as she and the Doctor stopped outside the Tardis. "And like I said, I wouldn't have missed it for the world." She smiled at him, and the Doctor returned it.

"Something to tell the grandkids." The Doctor joked, and Sarah Jane laughed. "Oh, I think it'll be someone else's grandkids now." She said lightly and the Doctor winced as he realized. "Right. Yes, sorry. I didn't get a chance to ask. You haven't? There hasn't been anyone? You know." He asked and Sarah Jane smiled.

"Well, there was this one guy." She started, staring up at the Doctor. "I travelled with him for a while," she said meaningfully, "but he was a tough act to follow." She ended with a slight sob as the Doctor smiled at her sadly. Sarah Jane took a deep breath before saying: "Look after her. Lily."

The Doctor blinked and then smiled, saying lightly: "Oh, I will. Her, and Rose, and Mickey." "No," Sarah Jane interrupted. "I know you, Doctor. Rose is splendid, wonderful," the Doctor frowned, not seeing where she was going with this, "but Lily- she's special. She's good for you. Promise me you'll look after her."

The Doctor stared at her with a raised eyebrow, searching her face. "I promise." He said finally. Sarah Jane smiled at him, before taking a deep breath. "Goodbye, Doctor." She said, gazing up at him. "Oh, it's not goodbye-" The Doctor argued but she interrupted. "Do say it." Sarah Jane said desperately. "Please." She looked up with eyes shining with repressed tears. "This time. Say it." She begged quietly.

"Goodbye," the Doctor began and Sarah Jane smiled, "my Sarah Jane." He said, his face breaking into a smile of his own and he wrapped his arms around her, lifting her up as he gave her a tight hug. He let her go, and they exchanged smiles tinged with sadness before the Doctor left into the Tardis and Sarah Jane walked away bravely.

She turned as the Tardis finished whooshing away, and her eyes widened to see what had been hiding behind the Tardis as it finished dematerializing.

"K9!"


	13. 5-1 The Girl in the Fireplace

The four time travellers stepped out and Lily grinned at Mickey's awe. "It's a spaceship." He said enthusiastically. "Brilliant! I got a spaceship on my first go."

"It looks kind of abandoned." Rose said, confused. "Anyone on board?" She asked the Doctor and he shrugged. "Nah, nothing here. Well, nothing dangerous. Well, nothing that dangerous." Lily raised her eyebrows at him and he saw her look. "You know what, I'll just have a quick scan, in case there's anything dangerous." He muttered quickly. He walked over to the ship's console, and Rose stepped forward. "So, what's the date? How far we gone?" She asked, excitedly.

"About three thousand years into your future, give or take." The Doctor replied and Lily grinned. "The fifty first century?" She asked, and the Doctor pulled a lever, turning on the lights and opening up the ceiling to reveal windows that looked out into space.

"Fifty first century." The Doctor agreed, explaining: "Diagmar Cluster, you're a long way from home, Mickey. Two and a half galaxies." Lily laughed as Mickey approached a window, staring out. "Mickey Smith, meet the universe." Rose whispered, leaning against his bacl. "See anything you like?" She grinned. Lily watched as the Doctor rummaged about the console, picking up bits of broken parts.

"It's so realistic." Mickey murmured excitedly. Lily laughed. "You think?" She joked and Rose laughed too while Mickey continued to stare out the window.

"Dear me, had some cowboys in here." The Doctor mused. "Got a ton of repair work going on." He threw the pieces onto the console and Mickey and Rose came back to join him and Lily. "Now that's odd. Look at that." The Doctor continued, and Lily peered over his shoulder. "All the warp engines are going. Full capacity. There's enough power running through this ship to punch a hole in the universe, but we're not moving." Lily frowned. "So where's all that power going?" The Doctor finished, musing aloud. "And why not convert that power to the engine?" Lily wondered.

"Where'd all the crew go?" Rose wondered, looking around. "Good question. No life readings on board." The Doctor remarked, checking the scanners. "Well, we're in deep space. They didn't just nip out for a quick fag." Rose commented and the Doctor shook his head. "No, I've checked all the smoking pods." They all sniffed. "Can you smell that?" The Doctor asked, curiously and Lily nodded.

"Yeah, someone's cooking." Rose murmured. "Sunday roast, definitely." Mickey agreed. "So the whole crew's missing but the cook's still on board?" Lily asked confused. The Doctor pressed a button and a door slid open behind them. They all walked through, curious, and Lily stared at what she saw. It was a beautiful fireplace, but it was so out of place- it literally looked like it had been picked up from its original home and dropped onto the spaceship.

"Well, there's something you don't see in your average spaceship." The Doctor murmured. "Eighteenth century." He observed, examining it. "French. Nice mantle." He pulled out his sonic and scanned it. "Not a hologram." He leaned in closer as Rose went to the window next to the fireplace and peered out. "It's not even a reproduction. This actually is an eighteenth century French fireplace. Double sided. There's another room through there." The Doctor knelt down before the fire.

"There can't be. That's the outer hull of the ship. Look." Rose exclaimed, peering out the window. "Hello." The Doctor said, ignoring her as he spoke at the fire. Lily looked at him curiously and was startled when she heard a little girl's voice reply.

"Hello." The voice said. "What's your name?" The Doctor asked as Mickey and Lily leaned down and peered through as well. "Reinette." The little girl replied, as Lily saw the prettiest little girl with long blonde hair sitting in her nightgown across the fire.

"Reinette, that's a lovely name." The Doctor smiled, and Rose joined them. "Can you tell me where you are at the moment, Reinette?" "In my bedroom." The girl said, face contorting in confusion. "And where's your bedroom? Where do you live, Reinette?" The Doctor prompted. "Paris, of course." She replied, smiling in confusion. "Paris, right!" The Doctor replied, indulgently.

"Monsieur, what are you doing in my fireplace?" The girl asked curiously. "Oh, it's just a routine… fire check." The Doctor replied airily and Lily snorted. "Can you tell me what year it is?" He continued, ignoring Lily's amused look. "Of course I can. Seventeen hundred and twenty seven." The girl replied in a 'duh' voice. "Right, lovely." The Doctor said. "One of my favorites. August is rubbish though. Stay indoors." Lily raised her eyebrows as the Doctor wrapped up his conversation with the girl. "Okay, that's all for now. Thanks for your help. Hope you enjoy the rest of the fire. Night, night." He stood up as the girl replied politely: "Goodnight, Monsieur."

"You said this was the fifty first century." Mickey said accused and the Doctor replied immediately: "I also said this ship was generating enough power to punch a hole in the universe. I think we just found the hole." Lily and Rose looked at the fireplace. "Must be a spatio-temporal hyperlink." The Doctor said very quickly.

Lily looked at him. "You made that up." She accused as Mickey asked: "What's that?" The Doctor glared at Lily. "No idea. Just made it up. Didn't want to say magic door." He sulked, and Rose interjected: "And on the other side of the _magic door_ is France in 1727?"

"Well, she was speaking French." The Doctor shrugged before heading off. "Right period French, too." He took off his jacket as he went, while Mickey said bewildered: "She was speaking English, I heard her." "That's the Tardis. Translates for you." Rose explained as she wrapped an arm around his shoulders. "Even French?" Mickey asked incredulously and Rose replied, "Yeah" while Lily said, "Why wouldn't it?" They watched the Doctor pull a side of the fireplace. "Gotcha!" He announced and the whole wall spun around, taking the Doctor with it.

"Doctor!" Rose cried out as he disappeared, the wall having spun in a perfect 180, and Lily saw that this new wall was a perfect replica of the previous one. Lily leaned in, examining the details. They were so exact, she wondered whether they had been facing the fake before, or if she was looking at the fake now. She jumped when it spun around, stepping back to avoid being whacked when the Doctor ran in with a French man in tow. Except it wasn't a man, Lily saw on closer inspection. It was ticking and it's hand was a small mechanical saw of some kind, which was jammed into the mantle hence it's inability to move towards them.

"Doctor!" Rose yelled and Lily turned to see the Doctor grabbing some kind of gun off the wall. "Lily, move!" He ordered and she immediately backed away, allowing the Doctor to have a clear view of the clockwork man. He pressed the trigger, only for smoke to gush out, freezing the clockwork man. He pulled back as the clockwork man stopped moving completely.

"Excellent. Ice gun." Mickey said in awe and Lily cocked her head to one side. "Fire extinguisher?" She asked and the Doctor nodded. "Fire extinguisher." He replied, tossing it at Rose. "Where did that thing come from?" Rose asked, catching the contraption and holding it like a gun.

"Here." The Doctor replied, indicating the spaceship. "So why is it dressed like that?" Mickey questioned. "Disguise?" Lily asked and the Doctor nodded again. "Field trip to France." He explained. "Some kind of basic camouflage protocol." "But why the mask?" Lily asked. "Nice needlework," the Doctor admired before agreeing with Lily, "shame about the face." He pulled the mask off, revealing a faceless, clear dome that showed the inner clockwork mechanisms.

The Doctor's mouth opened in awe. "Oh, you are beautiful!" He cried, fascinated. They all leaned in to get a closer look as the Doctor continued, pulling out his glasses to see better. "No, really, you are. You're gorgeous! Look at that. Space age clockwork, I love it. I've got chills!" "Wrong timing when you've just iced the clockwork man." Lily remarked.

The Doctor shrugged. "Eh. Listen, seriously," he addressed the clockwork again, "I mean this from the heart, and, by the way, count those," he gestured at his chest, "it would be a crime, it would be an act of vandalism to disassemble you." Lily's eyebrows shot up and she grinned, waiting for it… "But that won't stop me." The Doctor finished as he raised his sonic. Lily laughed triumphantly, when the clockwork creaked, tilting its head as it began to move again. It raised it's arm and suddenly disappeared.

"Teleportation?" Lily asked and the Doctor nodded. "Short range teleport." He confirmed. "Can't have got far. Could still be on board." He muttered as he stashed his sonic and moved back towards the fireplace.

"What is it?" Rose asked, and the Doctor pointed a finger at her. "Don't go looking for it!" He ordered. "Where're you going?" Rose asked, noticing he stood next to the fireplace again. "Back in a sec." He replied, pulling the lever and swiveling out of sight.

Rose looked down sadly, before examining the fire extinguisher in her hand. She hefted it, and looked at Lily and Mickey meaningfully. "He said not to look for it." Mickey protested. "Yeah, he did." Rose said as Lily said, "Yep" heading over to the wall and grabbing her own extinguisher. Mickey grinned slowly, before rushing over to grab his own. "Now you're getting it." Rose smiled cheerily. The three of them ran off eagerly, taking a look around the ship.

Mickey ran ahead, tumbling and grunting, acting like he was in a spy movie. He looked up as a camera whirred, peering at him. "Are you looking at me?" He asked, trying to sound intimidating as he glared at it. Suddenly the camera zoomed forward, getting right in his face and he squeaked, staring at the lens as it blinked at him.

"Look at this." He said disgusted, as Rose and Lily approached. "That's an eye in there. That's a real eye." Lily looked over to see, with shock, that Mickey was right as a bright blue eye stared at her out of the surveillance camera. They all stared at it in disgust as it withdrew going back to its original position.

Lily heard a thudding nearby, and she and Rose exchanged glances before slowly approaching the wall. Rose reached out slowly towards an exhaust and pulled it down quickly. They peered in and Lily felt sick as she saw a heart wired up with different various conductors.

"What is that?" Mickey asked "What's that in the middle there? Looks like it's wired in." "It's a heart, Mickey." Rose replied in a low voice. "It's a human heart." She said horrified as they all stared.

* * *

"Maybe it wasn't a real heart." Mickey tried to convince himself and Rose sighed. "Course it was a real heart." She said and Mickey glanced around. "Is this like normal for you, two?" He asked, noticing their impassive reactions. "Is this an average day?"

"Average?" Lily snorted as Rose added. "Life with the Doctor, Mickey? No more average days." They arrived in front of some panels that showed them a beautifully decorated room. Lily frowned as she thought she recognized where it was- but surely it couldn't be?

"It's France again." Mickey said in awe. "We can see France." "I think we're looking through a mirror." Rose murmured as the doors opened and a man walked inside, followed by two other men in white wigs. He was dressed in an overly frilly golden outfit and Lily's eyes widened- apparently it could be.

"Blimey, look at this guy." Mickey said dismissively. "Who does he think he is?" He asked, contemptuously. Lily jumped as the Doctor replied from behind them: "The King of France." "So it is, then?" Lily asked as her suspicions were confirmed.

"Oh, here's trouble." Rose teased. "What have you been up to?" She asked curiously as Lily also turned to face the Doctor. "Oh, this and that." He said vaguely. "Became the imaginary friend of a future French aristocrat, picked a fight with a clockwork man." They looked back to see the King of France stand before the mirror, checking his reflection. A horse neighed from somewhere. "Oh, and I met a horse." He added.

Lily frowned at something. "Is that lipstick?" She asked as she saw light shades of pink on the Doctor's mouth. The Doctor was saved from answering as the horse appeared around the corner and Rose and Mickey's attention was drawn to it. Lily saw the Doctor's uncomfortable expression and decided to let it go as Mickey asked: "What's a horse doing on a spaceship?"

"Mickey, what's pre-Revolutionary France doing on a spaceship? Get a little perspective." The Doctor said condescendingly before nodding at the two-way glass. "See these? They're all over the place. On every deck. Gateways to history." He murmured. "But not just any old history." He added just as the doors in the room in Versailles opened once more to reveal a beautiful young woman in a blue gown. "Hers." The Doctor pointed out and Lily frowned. She knew her. "Time windows deliberately arranged along the life of one particular woman. A spaceship from the fifty first century stalking a woman from the eighteenth. Why?" The Doctor asked as he thought out loud.

"Who is she?" Rose asked. "The girl from the fireplace…and future Pompadour?" Lily asked in disbelief. The Doctor nodded. "Jeanne-Antoinette Poisson, known to her friends as Reinette. One of the most accomplished women who ever lived." He explained.

"So has she got plans of being the Queen, then?" Rose asked, and Lily shook her head as the Doctor replied: "No, he's already got a Queen. She's got plans of being his mistress." They watched as Reinette flirted with the King of France. "Oh, I get it. Camilla." Rose snorted, and she and Mickey laughed.

The Doctor's face furrowed in thought. "I think this is the night they met." He mused. "The night of the Yew Tree ball. In no time flat, she'll get herself established as his official mistress, with her own rooms at the palace. Even her own title. Madame de Pompadour." They watched as the King exited the room and Reinette came to stand before the mirror, checking her reflection. "The Queen must have loved her." Rose muttered, sounding put out. Lily could understand why- Reinette was a very beautiful woman with her golden locks piled elegantly behind her neck and her large blue eyes shining with intelligence and charm.

"Oh, she did." The Doctor answered. "They got on very well." Mickey looked at him incredulously. "The King's wife and the King's girlfriend?" The Doctor shrugged. "France. It's a different planet." He answered. "To you, the whole Earth is." Lily pointed out and the Doctor grinned at her. Suddenly, his gaze focused intently on something. Lily followed his gaze to see he was looking at a broken clock.

Reinette turned sharply to look in the corner at the turned back of a woman. "How long have you been standing there? Show yourself!" The figure turned to reveal another masked clockwork. The Doctor grabbed Mickey's fire extinguisher and pushed the panel, stepping out into eighteenth century France.

"Hello, Reinette. Hasn't time flown?" He greeted as Reinette turned to stare at him, while Lily, Rose and Mickey quickly followed him. "Fireplace man!" She said in amazement as the Doctor sprayed the clockwork, freezing just as he had done before. He then tossed the extinguisher back at Mickey before moving forward to examine the machine.

There was a loud whirring sound, and Lily frowned. 'Doctor." She warned. "What's it doing." Mickey asked, his voice low with worry. "Switching back on. Melting the ice." The Doctor replied. "And then what?" Mickey asked in fear and Lily had to sigh. "Then it kills everyone in the room." The Doctor replied bluntly.

The clockwork lunged at him, the Doctor darting back as its hand moving up swiftly to pinch at where the Doctor's neck had just been. "Focuses the mind, doesn't it?" He called back, never taking his eyes off the machine. "Who are you? Identify yourself." He demanded, but it just stood there menacingly. He turned to Reinette. "Order it to answer me." He said to her and she looked at him, confused, as did Lily.

"Why should it listen to me?" She asked, and the Doctor shrugged. "I don't know. It did when you were a child." He replied. He walked over to her and leaned in to whisper in her ear: "Let's see if you've still got it."

Reinette swallowed before saying firmly: "Answer his question. Answer any and all questions put to you." Lily watched amazed as the clockwork lowered its arm with a clicking sound replied: "I am repair droid seven." Lily's eyes widened, amazed while the Doctor asked with furrowed brows: " Then what happened to the ship? There was a lot of damage."

"Ion storm. Eighty two percent systems failure." The clockwork responded. "That ship hasn't moved in over a year. What's take you so long?" The Doctor asked incredulously. "We did not have the parts." The droid responded and Lily's brow furrowed as Mickey snorted. "Always comes down to that, doesn't it? The parts." He said mockingly. The Doctor ignored him.

"What's happened to the crew? Where are they?" He asked. "We did not have the parts." The droid repeated, and Lily's heart sank and she felt ill. _Oh no._ "There should have been over fifty people on your ship. Where did they go?" The Doctor asked, not understanding.

"We did not have the parts." The droid repeated. "Doctor…" Lily said, horrified and the Doctor glanced at her briefly, puzzled, before addressing the droid once more. "Fifty people don't just disappear. Where- oh." He realized, looking back at Lily. "You didn't have the parts, so you used the crew." He murmured and Lily swallowed, nodding.

"The crew?" Mickey repeated, confused. Rose's eyes widened as she realized too, and she swallowed before telling the Doctor: "We found a camera with an eye in it," he looked at her and Rose's voice quivered, "and there was a heart wired in to the machinery."

"It was just doing what it was programmed to do." The Doctor said softly as Mickey's face finally blanked with understanding. "Repairing the ship any way it can, with whatever it could find." He looked back at the droid. "No one told it the crew weren't on the menu. What did you say the flight deck smelt of?" He asked Rose over his shoulder, and Mickey's eyes lowered as Rose said softly in a shaky voice: "Someone cooking."

Lily's stomach heaved as the Doctor said: "Flesh plus heat. Barbeque." Reinette also looked ill and she took a deep breath, while Lily murmured. "Please, stop, Doctor." He glanced at her, taking in her pale face before turning back to the clockwork and switching subjects.

"But what are you doing here? You've opened up time windows. That takes colossal energy." He said, face contorting in confusion. "Why come here? You could have gone to your repair yard. Instead you come to eighteenth century France? Why?"

"One more part is required." The droid responded before it clicked its head to stare at Reinette ominously. Lily, seeing the terrified expression on the young woman's face, moved closer to her, taking her hand in comfort as the Doctor also glanced back at her. "Then why haven't you taken it?" He asked quietly and Reinette tightened her grip on Lily's hand. Lily squeezed back, comfortingly.

"She is incomplete." The droid replied. The Doctor shook his head in disbelief. "What, so, that's the plan, then." He said, incredulously. "Just keep opening up more and more time windows, scanning her brain, checking to see if she's done yet." He sounded dubious.

"Why her?" Rose suddenly chimed in. "You've got all of history to choose from. Why specifically her?" "We are the same." The droid replied and Reinette's face contorted momentarily in confusion and anger. "We are not the same. We are in no sense the same." She protested.

"We are the same." The droid replied and Reinette let go of Lily's hand to step forward angrily. "Get out of here. Get out of here this instant!" "No!" Lily cried, stepping after Reinette. "Reinette, no." The Doctor tried to stop her but it was too late. The droid teleported away.

"It's back on the ship." The Doctor's pace quickened as he said urgently: "Rose, take Mickey and Arthur. Get after it. Follow it. Don't approach it, just watch what it does." He ordered.

"Arthur?" Rose asked, confused. "Good name for a horse." The Doctor replied curtly. "No, you're not keeping the horse." Rose complained. "I let you keep Mickey." The Doctor reminded her in an exasperated tone before yelling frantically: "Now go! Go! Go!"

"What do I do?" Lily asked, and the Doctor replied: "Stay here and keep an eye out for me, the last thing we need is for it to come back with friends or for a French monarch to return and we alter the course of history." "Why couldn't Reinette just order the thing to stop attacking?" Lily asked, but she continued as the Doctor opened his mouth: "No, stupid question, its basic programming will override that command- it needs to repair the ship." "Exactly." The Doctor nodded as he slammed the mirror shut after Rose and Mickey, before turning hastily to Reinette.

"Reinette, you're going to have to trust me." He said urgently. "I need to find out what they're looking for. There's only one way I can do that." He raised his hands to place his fingertips against her temples, staring her in the eye. "It won't hurt a bit." He promised and Reinette's eyes closed, startled. The Doctor also closed his eyes, falling into her memories.

Lily watched as Reinette frowned slightly. "Fireplace man," she breathed, "you are inside my mind." "Oh dear, Reinette." The Doctor replied with a sigh. "You've had some cowboys in here."


	14. 5-2 Pompadour?

Rose P.O.V.

"So, that Doctor, eh?" Mickey scoffed and Rose sighed. "What are you talking about?" She asked in irritation. "Well." "Mickey started. "Madame de Pompadour. Sarah Jane Smith. Cleopatra." He listed. "Cleopatra. He mentioned her once." Rose yelled annoyed. "Yeah, but he called her Cleo." He said smiling smugly.

"And I think he's got his eyes on Lily, too." Mickey mused and Rose stopped dead in her tracks. "What?" She asked. "Oh, come on, don't tell me you haven't seen it." Mickey teased as he turned to face her. Rose's eyes widened as a clockwork appeared behind him.

"Mickey!" She screamed in warning but it was too late. It grabbed him as another grabbed Rose. They pulled knives threateningly before the pair before knocking them unconscious with some form of sedative.

* * *

Lily P.O.V.

"You are in my memories." Reinette said in awe. "You walk among them." And the Doctor quickly interjected quietly: "If there's anything you don't want me to see, just imagine a door and close it. I won't look." He promised and Lily saw, with some degree of amusement, his eyebrow twitch. "Oh, actually there's a door just there." Lily smiled as Reinette's eyes opened as she stared at the Doctor, her lips quirking with amusement. "You might want to cl- oh, actually, several." Lily suppressed a laugh as Reinette shut her eyes again.

The pair's faces twitched again as they began to focus once more. "To walk among the memories of another living soul. Do you ever get used to this?" Reinette asked quietly. "I don't make a habit of it." The Doctor replied. "How can you resist?" She asked and the Doctor's face contorted in confusion.

"What age are you?" He asked and Lily's eyebrow lifted. "So impertinent a question so early in the conversation." Reinette said flirtingly as she opened her eyes to glance at the Doctor's before she stared at his lips. "How promising." She teased, and Lily felt a sudden twist in her stomach. She was startled by it, and she wondered why she suddenly felt very uncomfortable.

"No, not my first question, theirs." The Doctor's words interrupted her thoughts. "You're twenty three and for some reason, that means you're not old enough." The Doctor's brow furrowed as he tried to understand, and Reinette's eyes shut once more. She suddenly flinched back a little and the Doctor apologized. "Sorry, you might find some old memories reawakening. Side effect."

"Oh, such a lonely childhood." She murmured in pain. "It'll pass. Stay with me." The Doctor soothed, but Reinette's brow continued to furrow and twitch. "Oh, Doctor." Lily's head shot up- _since when…?_ "So lonely. So very, very alone." Reinette murmured and Lily stood up slowly from where she had been sitting, staring at the pair.

"What do you mean, alone?" The Doctor asked confused. "You've never been alone in your life." He suddenly opened his eyes to stare at Reinette. "When did you start calling me Doctor?" He asked warily and Lily's heart hammered. _I knew it_. There was something else going on here.

"Such a lonely little boy." Reinette breathed and Lily's heart dropped. The Doctor. Reinette was looking through the Doctor's memories. "Lonely then and lonelier now." Her eyes opened and she stared up at the Doctor sympathetically. "How can you bear it?" She wondered, and the Doctor let go of her head, stepping back in shock.

"How did you do that?" He asked in a dark voice. Lily bit her lip, seeing the Doctor's agitation. "A door, once opened, can be stepped through in either direction." Reinette answered. Lily stepped forward, worried when she saw the Doctor's face- it was a mixture of shock and confusion, but also a deep despair. He stared down at the girl before him, not noticing Lily. "Oh, Doctor. My lonely Doctor." Reinette stepped closer to the Doctor looking at him with pity when her face suddenly changed. It turned charming and she smiled. "Dance with me." She demanded calmly.

"I can't." The Doctor stated, raising his brows and knowing she understood what he wouldn't say. "Dance with me." Reinette repeated flirtingly. "This is the night you dance with the King." The Doctor replied, urging her to understand.

"Then first, I shall make him jealous." Reinette replied simply and with a hint of humor in her voice and the Doctor became slightly agitated. "I can't." He said emphatically, his teeth beginning to grit when she said something that blew him away.

"Doctor. Doctor who?" Reinette stared up at him and Lily suddenly felt very left out, and very alone as the Doctor stared at her in, if possible, even more shock. "It's more than just a secret, isn't it?"

"What did you see?" The Doctor asked very quietly. Reinette breathed in, and then replied very seriously: "That there comes a time, Time Lord," and she smiled once more, "when every lonely little boy must learn how to dance." She took his hand, ignoring his frozen face, and began to lead him out.

She paused before Lily, who lowered her head, unable to meet the Doctor's shell-shocked gaze. Reinette saw the look on the brunette girl's face and she smiled. "Come," she demanded and Lily looked at her, a hint of malice in her eyes. Reinette said to Lily: "I shall find you a dress and a partner, and we shall," she glanced at the Doctor as his eyes focused on hers, "dance."

She left the room, pulling the Doctor with her and Lily couldn't stop the sinking feeling in her heart as she bit her lip against suddenly prickly eyes- the Doctor had not once glanced her way, and she suddenly felt very lost and very small standing there alone.

* * *

Lily sighed, unable to enjoy the ball. Reinette had sent a maid to help her get ready, and now she was standing in a ballroom watching the King and Queen dance, the Doctor and Reinette dancing merrily just a few ways away. She fiddled with the ends of her sleeves, tugging on the blue fabric as she watched silently as the Doctor smiled and laughed with Reinette.

"Pardon me." She turned, startled as a hand appeared before her and she saw it belonged to a handsome blond man. "May I have this dance?" He inquired. Lily hesitated, glancing at the Doctor but seeing as he was having fun and clearly didn't care, she accepted. They stepped out onto the dance floor and the man placed a hand on her hip, pulling her in closer. Lily shifted, slightly uncomfortable, before he lifted their joined hands and led her into the dance.

She was concentrating on the beats and their feet, so she was startled when he murmured in her ear: "And what was a beautiful woman such as yourself doing standing alone at a ball?" She blinked. "You mean me?" She asked incredulously and he raised an eyebrow at her. "Of course." He said, sounding a little confused. She realized her faux-pas and said quickly: "Oh, no, sorry I just don't hear it that often." His expression cleared as understanding spread across his face while Lily continued. "I was just admiring the view; I didn't particularly care if I danced or not and I was content to simply watch."

"Mmm." The man agreed politely. They'd passed another beat in silence when he mused: "It didn't seem quite so enjoyable to you though- tell me, where you staring at Mademoiselle Poisson or the man she is dancing with?" Lily stared at him and he grinned. "Ah, so I was right." Lily shook her head. "No, the man is my companion, that is all- I was simply watching out for him." She said, a tad flustered. "One does not usually look at a simple companion with such eyes." The man mused with a raised eyebrow.

"And what eyes is that, may I ask?" Lily challenged. "Eyes full of love." He replied quietly and Lily almost stopped in shock. Thankfully the man sensed her distress and moved them towards the edge of the dance floor. "I don't love the Doctor." Lily said, a little flatly. "No?" The man asked with raised brows and Lily shook her head. "No." She said defiantly. "I do wonder if you aren't denying it a little too harshly." The man pointed out and Lily paused. "I don't…" She whispered and the man looked at her sympathetically. "You didn't know…" He realized and she looked at him desperately.

"Didn't know what?" She asked, although a part of Lily thought she knew, now, and didn't want it confirmed. "That you do love him." The man replied sadly, seeing the distress on the girl's face. "I'm sorry, I've upset you. I will take my leave, and hope you do not hold it against me that I ruined this dance for you."

He turned to go when Lily reached out to touch his arm, stopping him gently. "No." She croaked. She cleared her throat and repeated in a stronger voice. "No, it's quite alright. You are a wonderful dancer." She complimented and he smiled, accepting it with a bow. "Thank you." He replied. "Might I know the name of the fair lady?" He asked and she smiled. "Lily." She told him. "A pretty name for a pretty lady." He complimented, smiling when she blushed. "And your name, sir?" "My name is Marius." He answered, and Lily curtsied. "Thank you, Monsieur Marius." She said and he leaned down to whisper before he departed: "And you truly are a very beautiful woman, Mademoiselle Lily."

He smiled as her face flamed red before he took his leave. Lily leaned against the pillar, trying to calm herself. _No…it can't be_. She thought, glancing at the Doctor. She saw Reinette leaning in close to whisper in his ear and saw him grin. Her heart sank and her stomach knotted, telling her the truth. _But I can't._ She thought desperately. _Not him. He's not mine to love._ She turned away, unable to look anymore as tears filled her eyes. _Rose…_

* * *

The Doctor P.O.V.

"You dance wonderfully, Doctor." Reinette complimented and the Doctor grinned. "Why, thank you, Reinette, but I think those are just pretty words trying to get a King jealous." He jested, and Reinette laughed. They were nearing the end of another song and the Doctor was beginning to insist Reinette dance with the King, anxious that history was not rewritten.

"Perhaps, but he is not the only jealous person in the room." Reinette mused and the Doctor blinked at her. "Are you being purposefully conceited?" He wondered and Reinette had to laugh. "No, at least, not the way you're thinking about." She said amused and the Doctor frowned. "Then what?" He asked. Reinette nodded at a passing dancing couple, and the Doctor realized with a jolt that he knew the woman. He stared at Lily, taking in her blue, ruffled gown that flattered her figure and brought out the green flecks in her eyes, her chocolate locks piled into a soft bun set with sparkling jewels.

He swallowed as he saw her blush, watching the color spread across her cheeks and admiring the effect the flush had on her features. He was startled from his thoughts as Reinette pulled him to avoid bumping into another couple. He blinked at her, and she raised her eyebrows.

"Perhaps, I should be the one jealous." Reinette joked half-heartedly and the Doctor blinked again. "Sorry, what?" He asked and she sighed. "You stared at her, completely forgetting I was here." She said with an eyebrow raised. "Yeah, sorry, I do that sometimes, I'm rude quite often now." He admitted and Reinette laughed, shaking her head. "Yes, you are." She chided. "But this isn't the same. Forgetting everything when you see the person you love, that is natural, and although rude, always forgivable."

"Sorry, what?" The Doctor asked blankly, and Reinette raised her brows at him in question. "You said… something impossible." The Doctor said uncomfortably and Reinette's eyes widened in understanding. "Oh… you hadn't realized." She said amused and he frowned. "Realized what." The Doctor asked flatly. "That you love her, that girl who's always on your mind. I would know." Reinette smiled but the Doctor continued to frown.

"Rose?" He asked and Reinette laughed, shaking her head. "I feel as though I am speaking to a child... or rather, a teenager." She mused. "What do you mean?" The Doctor asked, slightly offended. "You are infatuated with the one you call Rose," Reinette began, "but mark my words- it'll be Lily you will choose and fall in love with."

"No, I can't." The Doctor interrupted quickly, shaking his head. "Not her, not ever. No." Reinette smiled. "And why the vehement protest?" She asked. "Just not her. She's too young." The Doctor began when Reinette interrupted. "Everyone is young to you." She pointed out. "And you don't age anyways- she won't be young forever."

"Exactly." The Doctor pointed out. "I can't. I can't watch her…" He broke off and Reinette looked at him. "But you can watch others?" Reinette asked and the Doctor looked at her with dark eyes. "Don't look at me like that, it doesn't work." She chided him. "I've seen in your mind, Doctor, and I know love when I see it. You've had many infatuations, I'm one of them," she raised her brows, daring him to argue which he didn't, "but she's different. You're afraid of losing those you care about so you watch over them for as long as you can, as you do with Rose." Reinette paused. "But with her," she nodded at Lily and the Doctor saw that she'd moved off the dance floor looking disturbed.

"You don't even try to touch that boundary. You're afraid of what'll follow, truly afraid because she is the one thing you won't be able to let go." Reinette murmured softly. "You're wrong." The Doctor swallowed heavily and Reinette looked up at him. "Am I?" She challenged. "Who do you always turn to first? Who do you trust most, both in intellect and in body? Whose hand do you reach for first?" and the Doctor didn't reply. They danced some more in silence, the Doctor deep in thought. The song was just ending when Reinette leaned in.

"Just go for it, tiger." The Doctor stared at her, and she winked. He grinned at her slowly, before laughing and Reinette joined in. She left him at the end of that dance to finally dance with the King, and the Doctor stood leaning against a pillar thinking about what Reinette had said. _Not yet._ He thought, glancing at Lily. _Not yet, but maybe… someday._ He saw her smiling at Reinette and the King. _Someday soon._

* * *

Lily P.O.V.

"I could've danced all night, I could've danced all night." The Doctor sang crashing into objects, and Lily was seriously worried he was drunk. She'd lost sight of him for a while, and he'd reappeared briefly to dance wilding with a banana setting a new rage before disappearing once more. He'd nabbed her eventually, wearing sunglasses and his tie around his head, and dragged her back to the spaceship. He'd steadily gotten worse as they went in further- the only thing he did with accuracy was avoid her when she tried to take his glass of wine away. They'd been walking down the corridor, when Lily was sure she heard Rose.

She led the Doctor down towards the sound, him leaning on her shoulder, concerned if Rose was alright. She'd sounded strained, as though she was suppressing fear. She was hoping against hope it wasn't the clockworks but if she was honest, she wasn't holding too much hope. As expected, her hopes were dashed when they turned a corner to find Rose and Mickey strapped to gurneys, a clockwork holding a knife over Rose.

"And still have begged for more." The Doctor sang drunkenly as he pushed off of Lily and staggered about the room. "I could've spread my wings and done a thou." He spun around, now at the center of the room. "Rose!" Lily gasped. "Have you met the French?" The Doctor asked the pair strapped before him. "My God, they know how to party." He exclaimed.

"Oh, look what the cat dragged in." Rose said disgusted, "The Oncoming Storm." Lily winced at the derision in Rose's voice while the Doctor just pouted. "Oh, you sound just like your mother." He said disdainfully. "Doctor!" Lily said distressed, watching the knife at her cousin's throat.

"What've you been doing? Where've you been?" Rose demanded, voice high with anxiety. "Well, among other things, I think I just invented the banana daiquiri a few centuries early." He mused and Rose lowered her head back against the headrest in disbelief.

"Do you know, they're never even seen a banana before. Always take a banana to a party, Rose. Bananas are good." Lily moaned as Rose scoffed at him, completely skeptical. "Oh ho, ho, ho, ho, brilliant." The Doctor cried, looking at the clockwork at last. "It's you. You're my favorite, you are. You are the best! Do you know why? Because you're so thick." The Doctor blustered, drunkenly. "You're Mister Thick Thick Thickity Thick Face from Thicktown, Thickania. And so's your dad." "Doctor…" Lily said half in fear and half in exasperation.

"Do you know what they were scanning Reinette's brain for?" He asked Lily and she sighed. "Her milometer. They want to know how old she is. Know why?" He turned to the room at large. "Because this ship is thirty seven years old," Lily blinked in realization while the Doctor talked away, "and they think that when Reinette is thirty seven, when she's complete, then her brain will be compatible. So, that's what you're missing, isn't it, hmm?" He asked the clockworks and Lily realized with a start that he no longer sounded drunk. "Command circuit. Your computer. Your ship needs a brain. And for some reason, God knows what, only the brain of Madame de Pompadour will do."

"The brain is compatible." The clockwork holding a knife to Rose responded. Lily watched it in fear as Rose did the same, both eyeing the knife warily. "Compatible?" The Doctor asked as he stepped right next to it. "If you believe that, you probably believe this is a glass of wine." He said and before they could really digest what he'd said, the Doctor pulled off the mask on the clockwork and poured the contents of his glass down on its head. The clockwork froze and the Doctor placed the mask back on its head, patting it and causing it to unwind, bending over as if it died. Lily breathed a sigh of relief as Rose closed her eyes as well.

"Mutligrain anti-oil." The Doctor announced. "If it moves, it doesn't." "You couldn't have said so earlier?" Lily asked, a little hysterically, her nerves completely frayed from everything that had happened in the last few hours, her own realization included and maybe accounting for the majority.

She yelped as the other clockworks whirred and stepped forward angrily. The Doctor quickly moved over to the main console, pushing a lever of sorts and all of them suddenly stopped moving, stooping over like the first one had.

"Right, you two, that's enough lying about." The Doctor declared, sonicing Rose's cuffs and setting her free. "Time we got the rest of the ship turned off." He soniced Mickey, freeing him as well. "Are those things safe?" Mickey asked and the Doctor answered dismissively as he removed his tie and glasses.

"Yeah. Safe. Safe and thick, way I like them. Okay." He peered down at the panels on the console. "All the time windows are controlled from here. I need to close them all down." He began to dig in his pockets and patted himself down. "Zeus plugs." He muttered. "Where are my Zeus plugs? I had them a minute ago." He said frantically, moving to other side of the console. "I was using them as castanets." "I bear witness to that." Lily remarked as he began to manually work the wires instead.

"Why didn't they just open a time window to when she was thirty seven?" Rose asked curiously and the Doctor replied. "With the amount of damage to these circuits, they did well to hit the right century. Trial and error after that." He pressed a few buttons. "The windows aren't closing." He muttered. "Why won't they close?"

"Maybe there's a jammed signal?" Lily asked and the Doctor frowned thinking. Suddenly there was a digging sound followed by whirring and ticking sounds. "What's that?" Rose asked. "I don't know." The Doctor admitted. "Incoming message?" He guessed and Mickey looked up. "From who?" He asked.

"Someone we missed. There must be one still in France." Lily murmured and the Doctor's eyes widened. "Report from the field." He agreed. "One of them must still be out there with Reinette. That's why I can't close the windows. There's an override." He punched the buttons furiously when there was a clicking sound and the clockwork behind him stood upright again. Lily and Rose jumped and gasped.

It clicked it's finger open, and the red anti-oil began to spill out onto the Doctor's shoe and the floor. "Well, that was a bit clever." The Doctor murmured, acknowledging it. Suddenly the lever clicked up back on its own as well and Lily groaned as all the clockworks came back to life. The Doctor glanced around with his mouth hanging open as Mickey and Rose spun around to watch as well. Lily just closed her eyes, sighing.

"Right." The Doctor mumbled. "Many things about this are not good." There was the strange dinging sound again. "Message from one of your little friends? Anything interesting?" The Doctor asked the leader and it replied. "She is complete. It begins." "Not good." Lily gasped as it raised its arm and teleported away. The other followed immediately, all of them disappearing and leaving the group alone.

"What's happening?" Rose asked confused and Lily sighed. "Reinette's thirty seven now." She explained and the Doctor continued: "One of them must have found the right time window. Now it's time to send in the troops." He looked at them each in the eye. "And this time they're bringing back her head." He said darkly.


	15. 5-3 Reinette's Angel

The Doctor sent Rose to try to explain to Reinette and warn her about what was to come. Lily was helping the Doctor, trying to figure out which window was the right one, while Mickey ran about the ship, locating each of the windows. Lily glanced up at the wall before the console.

"Oh, my God." She whispered and the Doctor turned to her. "It's here, it's right here!" She exclaimed, running towards the wall. What she had thought were just shadows on the wall were actually people, very faint almost like trying to see through dark tinted windows. "Lily, you're brilliant!" The Doctor cried, grabbing her head and kissing her forehead. Her cheeks burnt and she averted her gaze quickly, so she didn't notice the Doctor pause, also shocked after his actions.

He moved on quickly. "Alright. Mickey!" He yelled. He began to rush around, working machines onto the side of the window. "Lily, press these buttons, try to lighten it up so we can see it clearly." He instructed. Lily nodded, moving towards it as Mickey ran up. "Mickey, go fetch Rose, we found it. We need to get there and save Reinette." He ordered and Mickey ran off as well. The Doctor pulled out his sonic, pointing it at the console, working at trying to get sound and finding a way in.

"Done!" Lily said, standing back. The Doctor glanced up as she blinked, taking in the horrors- the clockworks were storming Versailles, people panicking and running in all directions. "Well, at least they haven't gotten to Reinette yet." Lily tried to sound positive. "Lily, go fetch Mickey, we need them back here, now." Lily nodded, and ran after Mickey while the Doctor worked on the sound system. Lily cursed eighteenth century French fashion- this dress was a nightmare to run in.

"Mickey! Rose!" She called, running up. She blinked, and asked: "Reinette?" Said woman turned, eyes widening as she took in the girl before her. "Lily?" She asked as screams echoed down. Lily whipped her head back to where she'd come from. "What was that?" Reinette asked in fear.

"The time window." Mickey answered and Lily nodded. "The Doctor fixed an audio link. He wants us there." She hesitated, glancing at Reinette. "Those screams. Is that my future?" Reinette asked. "Yeah. I'm sorry." Rose apologized and Lily reached out to squeeze the woman's shoulder in sympathy. "Then I must take the slower path." Reinette murmured.

Just then they heard Reinette's voice echoing. "Are you there? Can you hear me? I need you now. You promised. The clock on the mantel is broken. It is time." "That's my voice." Reinette said shakily, tears threatening in her eyes. "Rose, Lily, come on. We've got to go. Lily said." Mickey urged and Lily nodded, but she was unsure. "There's, there's a problem." She said hesitantly, glancing at Reinette.

"Give us a moment." Rose said, glancing at Mickey. He looked at Lily who nodded. Mickey ran back to the Doctor, and Lily held Reinette's shoulders while Rose peered at her. "Are you okay?" She asked in concern.

"No." Reinette answered, looking up at her. "I'm very afraid. But you and I know, don't we, Rose, Lily- the Doctor is worth the monsters." Lily squeezed her shoulders, and Reinette looked at her. "As I said, one may tolerate a world of demons for the sake of an angel."

Reinette turned and left, going back through the tapestry and returning to her timeline. The two girls stood there a moment longer before they ran back to the Doctor as the thirty-seven-year-old Reinette's voice echoed around them: "Doctor! Doctor!"

They raced into the room, Rose saying hopefully: "You found it, then?" The Doctor was running around trying to open the time window. "Where've you been?" He demanded of Lily. "What?" She asked and he said impatiently: "They knew I was coming. They blocked it off." He pushed past them, grabbing another control behind and trying that.

"I don't get it. How come they got in there?" Rose asked as she watched the window, as the Doctor worked furiously. "They teleported." He replied, words flowing quickly in his agitation, "You saw them. As long as the ship and the ballroom are linked, their short range teleports will do the trick."

"Well, we'll go in the Tardis!" Rose cried and Lily and the Doctor shook their heads. "Can't." Lily replied shortly as she wrestled some wires out of the console while the Doctor replied, "We can't use the Tardis. We're part of events now," as he soniced another screen with no hope.

"Well, can't we just smash through?" Mickey asked and the Doctor explained exasperated. "Hyperplex this side, plate glass the other. We need a truck."

"We don't have a truck." Mickey protested and the Doctor yelled back stressed and annoyed: "I know we don't have a truck!" "And we can't just go smashing through." Lily added. "Well, we've got to try something." Rose bit out, anxious, and the Doctor argued. "No, Lily's right. Smash the glass, smash the time window. There'd be no way back." He bent over another control as Rose stared at him, when Reinette's voice sounded over the system: "Could everyone just calm down? Please."

Lily's heart sank. The poor woman was being so brave, facing her monsters with such collected calm and there was nothing she could do to help. "Such a commotion. Such distressing noise. Kindly remember that this is Versailles. This is the Royal Court, and we are French." She chided the court, standing tall before them.

"I'm out of time." The Doctor murmured before he whistled loudly. Arthur came galloping in, and Rose and Mickey stared at the horse while Lily stared at the Doctor. "No." She protested and he looked at her. "There is no other choice." He replied and Lily snapped back heatedly, as Rose and Mickey turned their attention to them: "No! There has to be something we haven't tried yet!"

"Lily!" She hiccupped a sob as he stepped before her. Placing his hands on her shoulders, he bent down looking her in the eye. "There is no other option."

She stared at him, tears pooling in her eyes as the Doctor let go, clambered on the horse, and led him as far away from the window as possible. "Stay back." He warned them before charging at the window at full speed. Lily couldn't help it. "Doctor!" She cried just as he broke through, vanishing and leaving them behind to stare at an empty engine.

"What happened?" Mickey asked in a quivering voice. "Where did the time window go? How's he going to get back?" He asked desperately, but neither Rose nor Lily answered, both staring mutely at the space where the Doctor had disappeared.

Mickey glanced up at the Tardis after a few minutes. "We can't fly the Tardis without him." He murmured. When neither girl replied, he asked sadly: "How's he going to get back?" Lily closed her eyes. Shuddering she replied, her voice cracking: "He can't."

A tear dropped down Rose's face. Mickey stared at them, before reaching out and pulling Rose in for a hug. She sobbed, and began to cry hysterically into his shoulder. Mickey wrapped his arms tightly around her, staring over her head to Lily. She was still turned away from them and Mickey wasn't sure if she was crying or not. She just stood there silently, unmoving.

They stayed there for hours, Mickey and Rose eventually moving to sit quietly on one side of the Tardis, but Lily stayed silently standing at the broken window. Rose and Mickey weren't even sure how to comfort her- she wasn't breaking down as Rose had, but Rose had a feeling the girl had simply broken.

They all started when they heard running, and then the Doctor's voice. "Lily? Rose? Mickey?" Rose and Mickey exchanged wide-eyed looks, leaping up as the Doctor ran into the room. "Doctor!" Rose cried in relief, and he pulled her into a hug.

Mickey glanced over to see Lily turn, staring at them. His heart sank when he saw her face.

"How long did you wait?" The Doctor asked gleefully, and Rose sighed in absolute relief. "Five and a half hours." She half-laughed. "Great." The Doctor responded. "Always wait five and a half hours." He said as he let her go, moving to shake Mickey's hand.

"Where've you been?" Rose asked, still giddy with happiness at his return. He turned to Lily and Mickey saw her school her features quickly into a small smile. The Doctor grinned at her, before dashing back towards the fireplace. "Explain later. Into the Tardis. Be with you in a sec." Mickey swallowed hard, looking at Lily, as Rose stared after the Doctor in disbelief.

 **"** Reinette?" The Doctor called as he ran up to the fireplace. "You there, Reinette?" He disappeared once more through the fireplace. Rose's shoulders drooped and she gazed after him sadly before she turned and entered the Tardis. Mickey stepped in front of Lily.

"You okay?" He asked, and she nodded. "I'm fine." She said stiffly. "No, you're not." Mickey chided and Lily lifted her eyes to look into Mickey's kind, understanding gaze. She sobbed: "I have to be."

"Lilian Tyler." Mickey said seriously, reaching down and placing his hands on her shoulders. "You don't have to be anything." He whispered, and Lily finally broke down. She sobbed as Mickey drew her in, holding her close as he laid his chin on her head while she cried her heart out.

Rose, having stepped out to ask why they weren't coming in, paused. She heard her cousin's heart-wrenching sobs, her tearful wails. She recalled, belatedly, Lily's expression when the Doctor had turned to her. She remembered the look that had been on Lily's face before she quickly changed it into a smile. Rose had barely caught it and so she hadn't really thought about it until now.

But she now remembered the absolute anguish on her cousin's face- and Rose knew. Lily had fallen in love with the Doctor. She quietly closed the Tardis door, going back to the console in a numb state. She stood there, staring blankly as everything came together, how Lily had been acting since Sarah Jane, her altered behavior today- ever since she and the Doctor had returned from eighteenth century France.

She jumped when the door opened. She quickly looked up with a smile as Mickey and Lily entered. She expected Lily to say something. Instead, Lily beamed at her, coming over to wrap her arms around her cousin. "Aren't you glad he's back?" She murmured, and Rose's heart sank.

She nodded mutely, still keeping her smile on her face as Lily pulled away from the hug. Lily returned it before turning to Mickey. Rose's smile fell as she understood. _Oh, Lily. Oh, sweet, selfless Lily_.

They all looked up as the door opened and the Doctor stepped through. Lily's brow furrowed when she saw his dejected posture as he appeared alone, slamming the door shut behind him before walking slowly towards the console. Rose also noticed and tried to distract him with questions.

"Why her? Why did they think they could repair the ship with the head of Madame de Pompadour?" She asked the Doctor and he sighed. "We'll probably never know." He took a deep breath before continuing, trying to sound normal.

"There was massive damage in the computer memory banks. It probably got confused." He murmured before strolling to the console and saying loudly: "The Tardis can close down the time windows now the droids are gone." He began to fiddle with some of the buttons. "Should stop it causing any more trouble." He mumbled.

Rose examined him, looking him up and down. "Are you all right?" She finally asked as Lily also inspected him closely. He looked up, his face set in an emotionless mask. "I'm always all right." He said flatly. He tried for a small grin, before glancing back down at the Tardis, not making eye contact and never so much as glancing towards Lily while he fiddled with different things on it.

"Come on, Rose." Mickey gently offered her an excuse. "It's time you showed me around the rest of this place." They moved away, giving the Doctor his space. Lily also moved away, heading up the stairs towards her room. She never looked back as she went, relieved to stop pretending to be alright.

And so everyone separated, and as they were left alone, their masks slipped away.

The Doctor looked up in time to see Lily's back before it disappeared. His face fell, grief etched on every line on his face. He recalled Reinette's words: _She is the one thing you won't be able to let go_. He sighed heavily, reaching into his pocket for Reinette's final letter.

He opened it slowly, and read it in silence. His eyes paused and he re-read the final few sentences, before folding the letter and placing it back in his pocket. He switched off the final window, the fireplace, and watched its fire die before leaning heavily against the console as Reinette's letter played in his minds.

 _God speed, my lonely angel. And if we do not meet again, remember this: Just go for it, tiger. I do not have regrets, even if I were to die tonight- I hope you also do not regret. I love you, my Doctor._


	16. 6-1 Rise of the Cybermen

"And that weird munchkin lady with the big eyes?" The Doctor laughed. "Do you remember? The way she looked at you! And then she opens her mouth and fire comes out!" "I thought I was going to get frazzled!" Rose giggled.

They were sitting in the console room, reminiscing about past adventures. Lily was in her room, as she'd been pretty often lately. Rose felt somewhat guilty, but she also didn't want to lose the Doctor so she chose to let her cousin remain alone as Lily worked through things. The Doctor didn't seem to notice.

Mickey stood on the other side of the room by the console at the moment, wondering if he should join Lily. He was feeling very left out as the pair sitting before him laughed at inside jokes.

"Yeah." The Doctor continued. "One minute she's standing there, and the next minute roar!" They laughed, and Mickey tried to join in, giving a light laugh. "Yeah. Where was that, then? What happened?" He asked, eagerly.

"Oh, it was on this er, this er planet thing. Asteroid." The Doctor tried to explain as Rose's smile dropped…and so did Mickey's. "It's a long story, you had to be there." The Doctor finished quickly, before looking at Mickey. "Er, what're you doing that for?" He asked, curiously as he looked at Mickey pressing a button.

"Because you told me to." Mickey answered. "When was that?" The Doctor asked, and Mickey blinked. "About half an hour ago." He replied and the Doctor averted his eyes. "Er," he murmured, "you can let go now."

Mickey removed his hand, and Rose began to giggle while the Doctor looked uncomfortable. "Well, how long's it been since I could've stopped?" Mickey asked. "Ten minutes?" The Doctor shrugged, before adding: "Twenty?" His voice went higher and quieter as he tried: "Twenty nine?"

"You just forgot me!" Mickey said, incredulously. "No, no, no. I was just, I was," The Doctor protested as he tried to find an excuse. "I was calibrating. I was just..." He fumbled again, when Lily's voice called out. "Don't worry, Mickey, he's just rude."

They all looked up to see Lily coming down the last of the steps- clearly, she'd heard the whole thing. "What?" Mickey asked, while the Doctor remained silent. He'd been uncomfortable around Lily ever since the France incident, and was quite frankly relieved that she had been actively avoiding him. Except to insult him. Like now. "It's nothing personal," Lily was assuring Mickey, "he just doesn't know any better."

"No," the Doctor interrupted as Rose frowned, "I know exactly what I'm doing." It was at that moment when the Tardis blew up. The console exploded, sending sparks flying everywhere. The whole group fell over as the Tardis shook and they all crawled to clutch the console.

"What's happened?" Rose asked frightened, and the Doctor replied in shock: "The time vortex is gone." "What?" Lily asked, alarmed as Mickey gripped the console tighter. "That's impossible. It's just gone." He jiggled more levers uselessly as he stared in disbelief. "Brace yourself!" He shouted at them "We're going to crash!" Right as he said that, they were thrown around as the Tardis crashed.

Gas masks fell from the ceiling, hanging above them like snakes. Lily groaned as the Doctor sat up beside her. "Everyone all right?" He asked. "Lily? Rose? Mickey?" "I'm fine. I'm okay. Sorry. Yeah." Mickey replied quickly but the Doctor's attention had turned to the Tardis.

"She' s dead." He whispered in shock, staring at the smoking, dark console. "The Tardis is dead." Lily looked up to see the Tardis console was colorless, and the entire interior was dark as all the lights were out. "You can fix it?" Rose asked quietly and the Doctor murmured back, still shell-shocked. "There's nothing to fix. She's perished." He flicked some levers and pressed some buttons before staring blankly in disbelief. "The last Tardis in the universe. Extinct."

"We can get help, yeah?" Rose asked desperately as Mickey walked to the doors. "Where from?" The Doctor whispered, still in shock. "Well, we've landed. We've got to be somewhere." Rose said desperately. Lily moved to the doors, following Mickey as she saw him staring out. Neither Rose nor the Doctor noticed them. "We fell out of the vortex, through the void, into nothingness. We're in some sort of no place." The Doctor muttered, dramatically. "The silent realm. The lost dimension."

"Otherwise known as London." Mickey chuckled as he looked back, Lily still staring outside. "Doctor, you'll want to see this." She said, no hint of the former spite she'd been displaying for the past few days. The Doctor and Rose followed Mickey out, staring.

"London, England, Earth." Mickey said, amused. "Hold on." He rushed over to a newspaper someone must've dropped earlier, Rose right behind him. "First of February this year," he smirked at the Doctor, "not exactly far flung, is it? " But Lily and the Doctor were staring at the sky.

"So this is London." The Doctor almost asked as he stepped to stand next to them, and Mickey replied. "Yep." "Your city." The Doctor checked, and Mickey replied confidently: "That's the one." "Just as we left it." The Doctor murmured, still staring at the sky. "Bang on." Mickey agreed, and Lily sighed.

"Stop showing off and just tell him, stop embarrassing the poor guy." She scolded and Rose and Mickey looked up at them in confusion. "And that includes the Zeppelins?" The Doctor confirmed with them, and Rose and Mickey turned to stare up at the sky in disbelief.

"What the hell?" Mickey gaped as Rose murmured: "That's beautiful." Mickey turned back to the Doctor. "Okay," he said uncertainly but trying to save face, "so it's London with a big international Zeppelin festival."

"This is not your world." The Doctor replied in a dark voice, before moving away with Lily beside him. "But if the date's the same," Mickey struggled to say, confusedly, as he and Rose followed, before realization dawned. "It's parallel, right? Am I right? Like a parallel Earth where they've got Zeppelins. Am I right? I'm right, aren't I?"

Lily nodded as the Doctor murmured: "Must be." "Is that possible?" Lily asked, and the Doctor shook his head at her minutely while Rose murmured as she stared at something: "So, a parallel world where-" "Oh, come on." Mickey interrupted impatiently, enthusiastic that he knew something. "You've seen it on films. Like an alternative to our world where everything's the same but a little bit different, like, I don't know, traffic lights are blue, Tony Blair never got elected-"

"And he's still alive." Rose murmured and Lily looked to see what Rose was staring at. Her heart stopped. It was an advertisement for some drink, but that wasn't what caught their attention. It was the man holding the drink, a man Lily had only seen in pictures before- Pete Tyler. "A parallel world and my dad's still alive. " Rose said, eyes dead as she stared almost hypnotized.

"Don't look at it, Rose." The Doctor warned, but the girl ignored him, walking towards the poster. "Don't even think about it. This is not your world." The Doctor said angrily. "But he's my dad" Rose whispered, reaching out to touch the advert, "and-"

"Trust me on this." The man in the advert said as her finger touched the screen. "Well, that's weird." Rose mumbled as the man in the advert moved, winking at them. "But he's real." She said longingly. "Trust me on this." The advert began to repeat itself. "He's a success." Rose said happily. "He was always planning these daft little schemes. Health food, drinks and stuff. Everyone said they were useless." She smiled proudly at the advert. "But he did it."

"No, he didn't Rose." Lily said softly, and the Doctor moved in front of the blonde, grabbing her shoulders as he said in the utmost serious voice. "Rose, if you've ever trusted me, then listen to me now." Rose glanced happily at the advert again. "Stop looking at it." The Doctor ordered. "Your father's dead. He died when you were six months old. That is not your Pete."

Rose's smile had faded but she kept glancing at the advert. "That is _a_ Pete. For all we know, he's got his own Jackie, his own Rose. His own daughter who is someone else, but not you." Rose's face had fallen. "You can't see him. Not ever." The Doctor said firmly and the girl looked down sadly. Mickey reached out to grasp her shoulder in comfort as the advert repeated, causing Rose to glance at it once more. "Trust me on this. Trust me on this. Trust me on this. Trust me on this."

The Doctor sighed, and pulled her away. Dragging them back to the Tardis. He went inside, and Mickey followed. Lily hesitated outside, staring at Rose who stood staring despondently out at the Thames. She sighed, a part of her understood but another part didn't. She could see the dangers, and she knew they far outweighed the wishful part of her.

She walked in after Mickey to hear the Doctor shouting: "I told you to keep an eye on her." He was scolding Mickey, who replied defensively: "She's all right." "She goes wandering off." The Doctor scolded, trying to show the gravity of the situation. "Parallel world, it's like a gingerbread house. All those temptations calling out."

Mickey looked at him. "Oh, so it's just Rose, then?" He asked, starting to feel hurt. "Nothing out there to tempt me?" He asked, and the Doctor shrugged dismissively. "Well, I don't know, I can't worry about everything." Lily winced- she knew Mickey's story. The Doctor continued obliviously: "If I could just get this thing to-" He kicked the Tardis harshly.

Lily raised an eyebrow- that had to have hurt. "Did that help?" Mickey asked. "Yes." The Doctor answered curtly. "Did that hurt?" Mickey added and the Doctor replied: "Yes. Ow." He grabbed his foot in pain and Lily sighed. _I thought so._

Lily blinked in surprise as her phone beeped. Pulling it out of her pocket, she clicked it to see a message: "CybusNetwork. Welcome! Free Trial Period." She ignored it, switching her phone off, and placing it on the Tardis console. She watched the Doctor work, her heart hurting in her chest- both from her own temptations and the Doctor's complete disregard for her and Mickey's feelings while he worried over Rose.

"We're not meant to be here." The Doctor said suddenly, darkly. "The Tardis draws it's power from the universe, but it's the wrong universe. It's like diesel in a petrol engine." The Doctor murmured.

"But I've seen it in comics. People go hopping from one alternative world to another. It's easy." Mickey argued, and the Doctor looked at him condescendingly. "Not in the real world." He said flatly. "It used to be easy." He admitted, crossing his arms. "When the Time Lords kept their eye on everything," Lily raised an eyebrow as she saw Mickey glance down before mimicking the Doctor's position, "you could hop between realities, home in time for tea. Then they died, and took it all with them." The Doctor's eyes lost focus as he mused. "The walls of reality closed, the worlds were sealed. Everything became that bit less kind."

"Then how did we get here?" Mickey asked and the Doctor rubbed his eyes in frustration. "I don't know. Accident? Should've been impossible. Now we're trapped." He muttered and they stood in silence on that cheery note. Lily frowned as she spotted a small green light. She poked the Doctor's arm, and he glanced at her. She pointed at it, and he frowned.

"What's that?" He murmured, standing straighter as he peered at it. "What?" Mickey asked and the Doctor rambled, becoming hopeful: "That, there. Is that a reflection?" He checked around the Tardis to make sure it wasn't.

"It's a light." Lily whispered, going in to look at it. "It's a light!" The Doctor cried, before speaking at a hundred miles an hour. "Is it? Is that a light? I think that's a light. That's all we need. We've got power!" He cried out in happiness. "Lily, Mickey, we've got power! Ha!" The Doctor exulted.

He jumped in, pulling out grates and pieces of the Tardis as he reached for the light. **"I** t's alive!" He cried joyfully. "What is it?" Mickey asked, and Lily grinned as the Doctor said airily: "It's nothing. It's tiny. One of those insignificant little power cells that no one ever bothers about, and it's clinging onto life, with one little ounce of reality tucked away inside." Lily laughed, and the Doctor smiled to himself, happy to hear the sound again.

"Enough to get us home?" Mickey asked hopefully, and the Doctor finally reached the light. "Not yet." He murmured, holding it up to his face. "I need to charge it up." "We could go outside and lash it up to the National Grid." Mickey said with a stroke of inspiration, and both the Doctor and Lily looked at him. "Wrong sort of energy. It's got to come from our universe." The Doctor rejected, Lily also shaking her head.

"But we don't have anything." Mickey protested, and the Doctor looked up at him. "There's me." He said, as though stating the obvious. He breathed on the light, and it glowed brighter, lighting up the Doctor's entire face. "I just gave away ten years of my life. Worth every second." He grinned happily and Lily's lips quirked up in an answering smile. The Doctor saw it, and his smile turned gentle. Lily blinked, surprised, before she gave a small, shy smile in return.

"It's going out." Mickey said suddenly, oblivious to their moment, as he watched the light as it darkened once more. "Is that okay?" He asked and the Doctor nodded. "It's on a recharging cycle." He explained. "It'll loop round, power back up and be ready to take us home in, oo, twenty four hours?" The Doctor kissed the light and Lily's smile fell. _Too long._

"So that gives us twenty four hours on a parallel world?" Mickey asked, suddenly brightening. Lily turned to him sharply while the Doctor replied easily: "Shore leave. As long as we keep our heads down. Easy. No problem." He got up. "Let's go and tell her." He announced, heading off. Lily stopped Mickey just before he could follow.

"Mickey," she said softly, "you know you can't go look for her, right?" He hesitated. "But Lils," he began and Lily cut him off. "No, Mickey." She said gently. "Don't you want to see them, too? Your parents?" Mickey asked and Lily's face dropped. "Course I do." She said quietly. "But I know, we can't." She turned and followed the Doctor out, Mickey warring with himself as he trudged out after her.

They caught up with the Doctor as he headed down the path around the riverbank. Lily spotted Rose sitting on a bench further down. **"** There you are." The Doctor called cheerily. "You alright? No applause. I fixed it." He proudly held up the light for Rose to see. Lily frowned as she examined Rose's blank face.

"Twenty four hours, then we're flying back to reality." Mickey and the Doctor sat on either side of Rose while Lily paused where she was, staring at Rose and willing her to not say what LiIy really didn't want her to say. The Doctor looked up at Rose and finally noticed something wrong. "What is it?" He asked in a low voice, his face turning dark.

"My phone connected." Rose told him, looking down at him. "There's this Cybus Network. It finds your phone." Lily frowned, while Rose paused. "It gave me Internet access." "Hang on, no, you had to accept the free trial for it to work." Lily interrupted, frowning at her cousin.

"I was just curious." Rose said defensively and Lily shook her head. "Rose, you've got to be stronger than that." She chided and the Doctor looked at her. "You also got it?" He asked and Lily shrugged. "I saw it, but I switched my phone off- you shouldn't engage more than necessary in a parallel world." She added to Rose.

The Doctor looked at Rose again. "Lily's right, Rose, and, whatever it says, this is the wrong world." He said in a very grave tone. Rose paused, looking down briefly before looking at the Doctor. Lily, once again felt a tug on her heart, feeling left out but she tried to shrug it off.

"I don't exist." Rose murmured and Lily frowned. "What do you mean?" The Doctor asked. "There's no Rose Tyler. I was never born." The Doctor turned his head away, while Mickey looked at Rose with an unreadable expression. "There's Pete, my dad, and Jackie."

"Rose, no." Lily protested quietly but Rose went on over her. "He still married mum but they never had kids." "Give me that phone." The Doctor demanded, reaching for it but Rose pulled away, clutching it and he leaned back, crossing his arms.

"They're rich." She gave a watery laugh. "They've got a house and cars, and everything they want." She fiddled with her earing. "But they haven't got me." She stood up, hesitating as she stood there staring down at her phone while the Doctor watched skeptically. "Rose, no." Lily warned again. The blonde turned to face them. "I've got to see him." She said.

"You can't." The Doctor immediately protested, sitting up. "I just want to see him." Rose pleaded. "I can't let you." He answered firmly. "You just said twenty four hours!" Rose protested angrily. "You can't become their daughter, that's not the way it works." The Doctor said exasperated.

"Lily." Rose turned to her cousin, begging her to help, to understand. But Lily's face was set and she looked angrier than Rose had ever seen her. The Doctor noticed and quickly turned to Mickey for help.

"Mickey, tell her." He ordered, gesturing at Rose. "Twenty four hours, yeah?" Mickey asked, getting up. "Where're you going?" The Doctor asked, irritated. "Well, I can do what I want."

"I've got the address and everything." Rose added as she began to walk away and Lily snapped. "Mickey!" Lily said sharply, and he paused slightly, guiltily. "Rose!" Lily snapped, and Rose also stopped.

"Don't you two dare!" Lily was shaking with suppressed anger and the Doctor looked at her in surprise. "Lils-" Mickey started but Lily snapped at him. "No. If I can stop myself, you two can, too! You'll make it worse, you could rip holes in the universe, you might even kill the people actually alive in our world! Rose, you might kill Aunt Jackie!"

Rose stopped at that, and Mickey looked uncertain. The Doctor blinked at Lily as she fought her tears. Rose glanced at her and then at her phone, before taking a shuddering breath. "I just, I just have to see him." She murmured.

"Rose Tyler!" Lily yelled and Rose screamed back: "No! Just because you don't care enough about your parents to go see them, it doesn't mean I'm the same." It was like a slap in the face, and Lily stared at her cousin mutely. The Doctor's expression turned cold and Rose realized what she'd said a moment too late, and she regretted it.

But then she glanced at her phone again. "I'm sorry." She murmured as a single tear dropped down Lily's cheek, before Rose walked away. Mickey began to back away as well. "See the mess you've landed us in." He muttered to the Doctor as he walked.

"Stay where you are, both of you!" The Doctor cried, trying to stop them while checking on Lily. "Rose, come back here! Mickey, come back here right now!" He yelled at them angrily as Lily closed her eyes, shoulders shaking in suppressed sobs.

"I just want to see him." Rose pleaded, annoyed and feeling guilty, and as the Doctor turned his head to her, Mickey called back: "Yeah, I've got things to see and all." "Like what?" The Doctor demanded, looking over at him. "Well, you don't know anything about me, do you?" Mickey retorted. "It's always about Rose. I'm just a spare part. Heck, you didn't even know about Lily."

"I'm sorry. I've got to go." Rose said, looking back at Lily guiltily as she saw the girl crying now, shoulder shaking as silent sobs racked through her. The Doctor looked down at Lily and then between the two walking away from him. "Go on, then." Mickey said quietly when the Doctor glanced at him. "There's no choice, is there? You can only chase after one of us."

Lily whimpered, and Mickey sighed: "Sorry, Lils, but I can't do this forever." The Doctor's head whipped between him and Rose and then back again. "It's never going to be me, is it?" Mickey challenged the man.

The Doctor stood, gritting his teeth, and turned back to Rose who gave him a despairing look before turning and walking way. The Doctor glanced down at the weeping girl before him and finally made his decision.

"Back here, twenty four hours!" He shouted at Mickey, grasping Lily's hand and pulling her. She jerked back, away from him, but he simply grabbed her arm and forcefully dragged her along.

"Yeah. If I haven't found something better." Mickey muttered, staring after them, watching all his friends leave him. But it was nothing compared to Lily. She sobbed as the Doctor dragged her along, wrestling against his iron grip, trying to break free.

Her heart was broken, betrayed by the two people she had held dearest for the longest time. Rose and Mickey were as close to family as she had left, and it had shattered her heart for them to leave her like that, both in search of lost dreams.


	17. 6-2 Understanding, and no escape

The Doctor had caught up with Rose by the time she reached the next street. She'd glanced guiltily at the girl who had by then stopped crying but Lily still refused to raise her head. The Doctor was also glancing at her worriedly, but he couldn't think of anything to say to comfort her. He didn't even know what the story was with her parents.

Eventually, unable to stand the silence, Rose explained Mickey's background. "Mickey's mum just couldn't cope." She explained to the Doctor. "His dad hung around for a while, but then he just sort of wandered off. He was brought up by his gran." Rose's eyes unfocused and the Doctor's gaze dropped down as he listened, although he kept glancing worriedly at Lily. "She was such a great woman. God, she used to slap him! And then she died. She tripped and fell down the stairs. It's about five years ago now. I was still in school." She ended quietly.

"I never knew." The Doctor muttered and Lily closed her eyes briefly. _Of course you didn't_. She thought bitterly. "Well, you never asked." Rose pointed out and the Doctor shot back. "You never said." "That's Mickey." Rose sighed before she thought about it. "I suppose I, we," she corrected "just take him for granted." She admitted, and Lily put her foot down. Screeching to a halt, forcing the Doctor a halt with her as he was still gripping her arm.

Rose paused too when the Doctor did and looked back to see Lily was looking up- looking directly at her. The Doctor was surprised and concerned by the amount of hatred and hurt that was pooling in her eyes as she glared at Rose. "Really? You think so?" She asked sarcastically.

The Doctor, if possible, tightened his hold on her arm. "Lily," he warned and she looked at him, the hurt starting to win out. "Oh, yeah, sure, take her side, like you always do!" Lily cried. People glanced at them and the Doctor looked around quickly, before stepping closer to her.

"Lily, you need to calm down." He murmured and she looked at him incredulously. "I need to calm down?" She asked. "Why didn't you just leave me at the Tardis? I didn't want to be here, you dragged me, and now I have to listen to Rose and you talk about Mickey when he's not here, and you two have the audacity to act like you care after you threw it in his face that you didn't!"

"We never-" Rose started as the Doctor frowned. "Don't you start!" Lily snapped. "All the time, you reject him, make fun of him, put him down and leave him out. And the second the Doctor ditches you, you go crying on his shoulder! You just ignore him, both of you. At least with me, I understood- I was intruding your love life. But Mickey?" She looked scornfully at Rose.

"He's still technically your boyfriend isn't he? Have you even broken it off with him properly? Didn't he deserve that much after everything he's done for you?" Lily demanded hotly. Rose looked down ashamed and the Doctor swallowed guiltily as Lily breathed heavily. People were staring at the three as they stood in silence following Lily's outburst.

Suddenly there was beeping sound, and everyone on the street froze. The three looked up in surprise as no one moved a muscle- as if they'd been turned into statues. Lily and the Doctor frowned, looking around.

"What're they all doing?" Rose asked confused. "They've stopped." The Doctor murmured. "Thank you, Captain Obvious." Lily snapped, and the Doctor winced- clearly, she wasn't about to get over it soon. He remembered the first time she'd gotten angry with him and he'd decided he didn't like it- now he was positive. He wondered what he could do to fix this.

Just then, he noticed the pods in everyone's ears; more importantly, they were all flashing. "It's the earpieces." He murmured. "Like Bluetooth attachments, but everyone's connected together." There was a beeping from Rose's pocket and she pulled out her phone, checking it. "It's on my phone. It's automatic, look. It's downloading." The Doctor came to peer over her shoulder.

"Is this what they're all getting?" She asked, glancing around before focusing on her phone. "News," she read as it downloaded, "international news, sports, weather." She read as she scrolled. "They get it direct." The Doctor murmured, looking around. "Downloaded right into their heads."

"TV schedules, lottery numbers." Rose continued to read. "We get it." Lily sniped as the Doctor said: "Everyone shares the same information." He took the phone off Rose, and Lily, deciding that he was the lesser of the two evils for the day, peered over his shoulder to look. "A daily download published by Cybus Industries." Lily frowned, remembering the text alert from earlier.

The next download popped up: Joke Everyone around them suddenly laughed as they heard whatever joke it was. They then just turned and continued on their way, the ones who'd been staring at the three included, having forgotten them. "You lot, you're obsessed." The Doctor remarked. "You'd do anything for the latest upgrade."

Lily pulled a face as Rose said, offended: "Oi, not my lot. Different world, remember." The Doctor shrugged as he typed into Rose's phone. "It's not so far off your world. This place is only parallel." He murmured. "When you're done insulting my race." Lily muttered.

"Oh, look at that." He said, showing something to Lily. She peered down, Rose trying to peer over the Doctor's other side. "Cybus Industries, owners of just about every company in Britain, including Vitex."

The Doctor looked up. "Mr. Pete Tyler's very well connected." He murmured and Rose gave him a smug look. He hesitated and Rose added the puppy dog eyes. "Oh, okay. I give up. Let's go and see him." The Doctor sighed, tossing the phone back to Rose.

"Well, you can go without me." He stopped abruptly at Lily's cold voice. They turned to see her standing in her spot, staring at them impassively. "Lily-" the Doctor began but she shook her head. "I won't cause trouble." She said. "I just," her voice quivered, "I can't stand there and watch Rose meet Uncle Pete. I'll go back to the Tardis and sit quietly, and wait for you… if you come back that is."

That made the Doctor pause. "Why wouldn't I?" He asked, confused and hurt. Lily shrugged. "I don't know. Maybe Jackie and Pete'll be so ecstatic to see their beautiful daughter from another universe and decide to keep her. If Rose stays, you're not going to leave her. Then you don't come back." She shrugged. "Simple as that."

"No, not that simple." The Doctor said with a frown. "First off, Rose is not allowed to stay. Second of all, nothing is ever that simple and easy. Third of all, why on earth would I leave you? At the very least I'd come fetch you." Lily stared at him mutely.

"Is that what you told all the girls before?" She asked quietly at last, and the Doctor was suddenly rooted to the spot. Rose's eyes widened and she looked at the Doctor uncertainly.

"…I'm not saying I expect anything out of you, Doctor." Lily said quietly. "But you really should think twice about your actions. You, and Rose. You unintentionally hurt innocent people like Mickey with your careless actions and attentions, and you, Doctor, unintentionally raise the hope of entertaining fancies where there are none." She looked up at him, searching his face. "Do you understand?" She asked.

The Doctor had no reply, and neither did Rose. Lily simply turned on her heel and walked away, back to the Tardis. The Doctor watched her go and had the strangest feeling. Normally, he never pulled back a hand once withdrawn- he knew he couldn't force his cursed life on someone, and when they chose to move on he accepted it without question. But this time, he felt the unnerving need to chase after Lily, to beg her to take him.

And most disturbing of all- when he saw the hurt lying deep in her eyes, he'd wanted to grab her and comfort her; to kiss her and send her worries away.

* * *

Doctor P.O.V.

"What's Lily's story?" The Doctor asked as they went on their way to the Tyler house. Rose glanced at him but sighed, knowing he had a right to know. "Her parents both died when she was little." Rose said quietly. "Her parents died in a car accident, on her fourth birthday. She grew up with me until she was seventeen, when she moved into her own apartment near her school."

"You knew this," the Doctor said slowly, "and yet you accused her earlier of-" "I know," Rose sighed, "and you have no idea how guilty I feel. And I'll work to try and make it up to her. But I need to see my dad."

* * *

Lily P.O.V.

Night had fallen by the time Lily had made it back to the street leading to Lambeth Pier. She paused however, noticing a truck heading down the street. She paushed, then frowned- there was something not quite right. The driver was trying a little too hard to appear unassuming but she could see that he was terrified of something. Judging by his posture, it was what he was driving in the compartments behind him.

She slowly moved into the shadows and watched the truck drive off in the direction she'd come from- in the direction of the Tyler house. She paused, deliberating, and then made up her mind. Crashing Tardis, Pete Tyler's connections with the dubious Cybus industries, the Doctor and a suspicious truck heading to all the common factors? That, she decided as she ran after the truck, was no coincidence.

She arrived just as they, whoever they were, lit up floodlights at the house. She stared as she saw the outlines of impossible tall shadows of men, before the shadows marched towards the house. And she saw them. Her face drained of color. They weren't men- they were cyborgs of some kind. And they were marching straight to where she knew for a fact two of her friends would be.

Just then they reached the house, and smashed through a series of French windows. Screams filled the air and Lily deliberated unsure what to do. She didn't know how to stop these things, but she couldn't just abandon these people, and she knew the Doctor was probably inside the screaming house under attack. She sighed. _Find the Doctor, it is._ She thought grimly.

She snuck closer, hiding in the rose bushes right beneath the windows of the first floor. She was crawling through when she heard the Doctor's voice coming from inside. "…until they had all their humanity taken away. That's a living brain jammed inside a cybernetic body, with a heart of steel. All emotions removed." He finished. There was a quieter murmur and the Doctor replied curtly: "Because it hurts."

Lily jumped as a strong male voice shouted: I demand to know, Lumic. These people, who were they?" There was a silence, and Lily realized it must be because the reply was coming through those earplug things. Suddenly one of the cyborgs spoke up. "We have been upgraded." Lily shivered, hearing the dull metallic voice.

"Into what? She heard the Doctor demand. "The next level of mankind." Came the answer. "We are Human point two. Every citizen will receive a free upgrade. You will become like us." It finished and she grimaced.

"I'm sorry." The male voice from earlier said. "I'm so sorry for what's been done to you, but listen to me. This experiment ends tonight." He said firmly. "Upgrading is compulsory." The cyborg replied. "And if I refuse?" The man asked and Lily's heart sank. _Not good._

Her thought was reiterated by the Doctor. "Don't." He warned but the other man ignored him. "What if I refuse?" He repeated and Lily heard the Doctor's desperate voice. "I'm telling you, don't." The Doctor tried to warn the man but he refused to listen. "What happens if I refuse?" The man insisted and the cyborg replied this time.

"Then you are not compatible." It said in its emotionless voice. "What happens then?" The man's voice asked. "You will be deleted." The words had only just registered in Lily's head when she heard a zap of electricity and the people started screaming again.

"Jackie!" She heard a man yell. _Uncle Pete_. She realized, but she quickly crawled away, before getting up and trying to find a way in and to the Doctor, without dying. She heard Rose yell: "My mum's in there!" She turned a corner to see the Doctor in tuxedo grabbing Rose in a serving outfit. "She is not your mother!"

"Doctor!" She cried, and they both turned to her. "What the hell are you doing here?" He demanded. Another scream rang through the air. Lily raised her eyebrows. "Yeah, okay, later," the Doctor acknowledged, grabbing Lily's hand with his free hand. "Come on!" They ran ahead only to be met by a row of the Cybermen. Lily was horrified as she saw them properly for the first time.

The Doctor quickly pulled them in the other direction and Lily saw a man jump out the window from the corner of her eye. Rose shouted at the man: "Quick! Quick!" And he followed them. The Doctor skidded to a halt as they reached the side of the house. "Pete," Lily started as the Doctor addressed the man, "is there a way out?"

"The side gates." He pointed it out and they ran after him as he led the way, "Who are you? How do you know so much?" Pete asked as they ran and the Doctor replied hurriedly: "You wouldn't believe it in a million years." His words choked at the end as they stopped abruptly, their path cut off by another line of Cybermen.

They an in the opposite direction and they paused, seeing two figures running at them from the front. Lily squinted but it was impossible to see them with the floodlights behind them. "Who's that?" Rose asked. "Get behind me!" A vaguely familiar voice yelled gruffly and they didn't question it, running behind the two figures as they opened fire on the Cybermen. Lily was startled to see one was Mickey… except he looked odd.

Her attention was diverted as he bullets ricocheted off the Cybermen. She frowned when they all stopped- she was certain none them had so much as dented any of the metal. So why did they stop? The two gunmen got up and Rose turned to Mickey.

"Oh my God, look at you." She said, casting her eyes over Mickey worriedly before pulling him in for a hug. Lily saw the look on his face and now she was certain- this wasn't Mickey. "I thought I'd never see you again!" Rose continued, oblivious. The guy pulled out of her embrace.

"Yeah. No offence, sweetheart, but who the hell are you?" He asked with a sneer/scowl permanently etched on his face. The Doctor looked at him confused as Rose looked hurt when suddenly they heard Mickey's voice yell out. "Rose! Lily!" They turned to see Mickey running up. "That's not me. That's like the other one." He mumbled and Rose stood between the two, staring wide-eyed between them.

"Oh, as if things weren't bad enough, there's two Mickey's." The Doctor said with disgust as he also looked between the two Mickeys. "It's Ricky." The scowling one said, and Lily had to roll her eyes. "You can't be serious." She said in disbelief as Mickey said, looking around in terror: "But there's more of them."

The sound of marching footsteps got louder and they all turned on the spot. "We're surrounded." Rose muttered and Lily watched in alarm as Ricky lifted his gun. "Put the guns down. Bullets won't stop them." The Doctor ordered. The other gunman opened fire at the approaching Cybermen. Lily pushed the gun down in alarm, stopping him as the Doctor yelled, dashing over: "No! Stop shooting, now." He ordered before looking back at the surrounding Cybermen.

"We surrender!" He yelled at them. "Hands up." He ordered the humans. Lily immediately did as he said, the others following slowly. "There's no need to damage us. We're good stock." The Doctor informed the Cybermen. "We volunteer for the upgrade program."

"I don't think it's working" Lily murmured. The Doctor tried again. "Take us to be processed." A Cyberman replied: "You are rogue elements." "But we surrender." The Doctor said in disbelief. "You are incompatible." The Cyberman responded. "But this is a surrender." The Doctor protested.

"You will be deleted." The Cyberman replied and Rose turned tearful eyes as the Doctor while Lily's eyes widened. "But we're surrendering! Listen to me, we surrender!" The Doctor shouted. 'I don't think repeating it is helping!" Lily cried as the Cybermen pushed in closer to them.

"You are inferior." The Cyberman announced. "Man will be reborn as Cyberman, but you will perish under maximum deletion." The Cyberman raised its hand, holding it outstretched at tem, its palm facing them. The other Cybermen copied this action and Lily looked around wildly in terror.

"Delete. Delete. Delete!" The Cyberman declared while the Doctor looked horrified and Lily was unable to move. _Oh, bloody hell, we're doomed._


	18. 7-1 The Age of Steel

They were standing terrified as the Cybermen approached when the Doctor suddenly lifted his hand and shot what appeared to be a golden laser at the Cybermen. Lily glanced at it and saw that it was coming from the recharging Tardis light. The Cybermen cried out before disappearing in bursts of golden light

"What the hell was that?" Rickey asked, and the Doctor replied: "We'll have that instead. Run!" He yelled and they all took off, when a blue van honked at them from behind. Lily turned to see an older woman with her white hair in an army cut driving the van at them. "Everybody, in!" She yelled, and Lily scrambled after Mickey to climb in.

"I've got to go back." She heard Pete say, and she turned to see the Doctor pulling Pete back from the house. She also saw Rose still standing, staring at the house. "My wife's in there." Pete said desperately but the Doctor replied sadly: "Anyone inside that house is dead."

Pete glanced back at the house desperately while Lily hopped out and placed a hand on Rose's shoulder, but the Doctor continued sincerely: "If you want to help, then don't let her die for nothing. You've got to come with us right now." Pete hesitated before turning back towards the van and the two men ran back.

"Come on! Get a move on!" The woman yelled at them, and the Doctor paused by Rose. "Rose, she's not your mother." He whispered urgently and she just nodded. "I know." Rose whispered and Lily asked her seriously: "Do you?" Rose looked at her sadly before the Doctor pulled them both. "Come on." He ordered.

"Finished chatting?" The woman spat as the Doctor pushed Lily in, then Rose and finally jumped in as well. "Never seen a slower getaway in my life!" The woman yelled as she drove away, the Doctor slamming the doors shut. Lily saw more of the Cybermen marching in as the door shut, and then they were moving. They sat in silence for a while, Lily next to the Doctor and across from Rose, as the lady sped them off to who knew where.

"What was that thing?" Ricky asked suddenly turning to them, and pointing to the Tardis light in the Doctor's hand. "Little bit of technology from my home." The Doctor replied, giving Ricky a dark look before turning to continue examining the bulb. "It's stopped glowing." Mickey noted worriedly. "Has it run out?"

Lily shook her head as the Doctor replied: "It's on a revitalising loop. It'll charge back up in about four hours." He tucked the blub back into his pocket. "Right. So, we don't have a weapon anymore." Ricky said with a frown- although, to be fair, he seemed to always be frowning. Lily didn't like this alternate reality Mickey at all.

"Yeah, we've got weapons." The other guy from earlier butted in. "Might not be one of those metal things, but they're good enough for men like him." He said with a glare at Pete. "Leave him alone." Rose ordered as Lily asked: "Sorry, who are you?" He glanced at her, appraising her before a smirk appeared on his face.

"Jake, and you, beautiful?" Lily stared at him, wondering if he was joking while the Doctor and Ricky glared at him. "Focus, Jake." Ricky scolded, and Jake nodded, throwing another dirty look at Pete. Rose noticed and demanded: "What's he done wrong?"

"Oh, you know, just laid a trap that's wiped out the Government and left Lumic in charge." Jake said sarcastically, and Pete replied, offended: "If I was part of all that, do you think I'd leave my wife inside?" Ricky glared at him."Maybe your plan went wrong." He retorted. "Still gives us the right to execute you, though."

"And maybe you need to find a brain." Lily snapped at him. "She can join you in your execution." Ricky spat, nodding at Lily. The Doctor interrupted them. "Talk about executions, you'll make me your enemy." He said leveling a look at Ricky. "And take some really good advice. You don't want to do that."

Lily nodded smugly, folding her arms across her chest to glare at Ricky defiantly. "All the same," he muttered, glaring at Pete, "we have evidence that says Pete Tyler's been working for Lumic since twenty point five." There was an ominous silence in the van before Rose turned to Pete. "Is that true?" She asked, disappointed. Pete avoided her gaze, looking at the floor.

"Tell them, Mrs M." Ricky said, and the woman reported: "We've got a government mole who feeds us information. Lumic's private files, his South American operations, the lot. Secret broadcasts twice a week." Pete's brow furrowed. "Broadcast from Gemini?" He asked suddenly and they all stared at him.

"And how do you know that?" Ricky asked menacingly. "I'm Gemini. That's me." Pete spat out and Lily groaned, dropping her head into her hands. "That's great, that is just perfect." She moaned as she saw where this was going and the Doctor nodded, agreeing with her.

"Yeah, well you would say that." Ricky snapped at Pete and Lily had to wonder if Ricky really did have a brain. "Encrypted wavelength," Pete rattled off, "six five seven using binary nine. That's the only reason I was working for Lumic. To get information. I thought I was broadcasting to the Security Services. What do I get? Scooby Doo and his gang."

He glanced around. "They've even got the van." Pete said, sounding harassed and unimpressed. The Doctor and Lily glanced around, as Mickey interrupted: "No, no, no." He protested. "But the Preachers know what they're doing. Ricky said he's London's Most Wanted."

Lily blinked at that piece of information, when Ricky suddenly butt in: "Yeah, that's not exactly…" Ricky trailed off uncomfortably. "Not exactly what?" Mickey demanded. "I'm London's Most Wanted for… parking tickets." Ricky admitted, averting his eyes. Lily had to snort while the Doctor smiled, highly amused.

"Great." Pete muttered, looking up at the ceiling as though asking for patience from the heavens. "Yeah, they were deliberate. I was fighting the system." Ricky snapped, and Lily rolled her eyes. "Park anywhere, that's me." He finished, and at that Lily fought a smile, but when the Doctor glanced at her she couldn't suppress it.

They shared a grin before the Doctor said to Ricky: "Good policy. I do much the same. I'm the Doctor, by the way," he said, peering at them, "if anyone's interested." "Lily." Lily added, and Jake winked at her, while she rolled her eyes and the Doctor's brow furrowed.

"And I'm Rose. Hello." Rose mumbled, when Pete groaned. "Even better." He interjected. "That's the name of my dog." Lily blinked as Rose's face fell. _Oh… ouch_. Lily winced, while Pete continued. "Still, at least I've got the catering staff on my side… and their…friend." He said, glancing at Lily.

"I knew you weren't a traitor." Rose murmured at him, and he looked at her. "Why is that, then?" He asked and Lily's eyes widened. She glanced at Rose, warning her silently. Rose glanced at Lily and the Doctor to see them both giving her identical looks of caution; she lowered her eyes. "I just did." She mumbled.

Pete shook his head, before he said desperately:"They took my wife." Rose tried to comfort him. "She might still be alive." She encouraged, and Pete scoffed: "That's even worse. Because that's what Lumic does." All eyes turned to him as he explained: "He takes the living and he turns them into those machines."

"Cybermen." The Doctor said darkly, and they all turned to him. "They're called Cybermen. And I'd take those ear pods off, if I were you." The Doctor told Pete, who did as he was told. He handed them to the Doctor who reached for his sonic. "You never know. Lumic could be listening." He murmured as he soniced the ear pods, zapping them. "But he's overreached himself. He's still just a businessman. He's assassinated the President."

Lily yelped, "What?!" as the Doctor turned to Ricky and Jake. "All we need to do is get to the city and inform the authorities. Because I promise you, this ends tonight." He swore, and Lily knew he meant it. The Doctor was angry, and she had to smile- because when the Doctor was angry, he would be sure to save them.

The van suddenly screeched to a halt, throwing Lily into the Doctor. "What's wrong? What happened?" He asked at the driver's booth while he steadied Lily. "It's…" 'Mrs. M.' said sounding stunned. Ricky and Jake turned to look out, and then they stared.

"What the hell?" Jake murmured. Lily and the Doctor shared a glance before he pulled open the door and stepped outside. Lily stared as everyone followed suit. "What's going on?" Rose asked as they watched people walk like zombies through the streets, their ears flashing blue as they had earlier that day.

"It's the ear-pods." The Doctor explained. "Lumic's taken control." He murmured and Rose looked around. "Can't we just, I don't know, take them off?" She asked, reaching towards the nearest person. "No!" Lily cried, and the Doctor pulled Rose's arms away.

"Don't!" He warned. "Cause a brainstorm. Human race. For such an intelligent lot, you aren't half susceptible." Lily glanced at him, but he didn't notice her warning look. "Give anyone a chance to take control and you submit. Sometimes I think you like it. Easy life." "Thanks." Lily said, and he glanced at her. "Oops." He mumbled.

"Hey," Jake suddenly called them from near the corner of the street. "Come and see." He motioned, and they all came to peer around at what he was gesturing at. They saw more people just leaving their homes, but Lily's face filled with dread to see the Cybermen lining up next to the people, marching with them as they led them away.

"Where are they all going?" Rose asked. "I don't know." The Doctor replied quietly. "Lumic's?" Lily asked, and the Doctor nodded, frowning. "Lumic must have a base of operations." He said, turning to Pete. "Battersea." Pete confirmed. "That's where he was building his prototypes."

"But what's the point?" Lily asked, confused. "Why would he do this?" Pete replied, softly: "He's dying. This all started out as a way of prolonging life, of keeping the brain alive at any cost." Lily and the Doctor stared at him, Lily horrified. "He did this, just to stay alive?" She asked, and the Doctor nodded. "People will do terrible things to try and live on. You saw Cassandra." Lily bit her lip.

"The thing is," Rose said slowly. "I've seen Cybermen before, haven't I? The head. Those handle shapes in Van Statten's museum." She said, looking at the Doctor. "Ah, there are Cybermen in our universe." The Doctor agreed. "They started on an ordinary world just like this, then swarmed across the galaxy. This lot are a parallel version, and they're starting from scratch right here on Earth." He murmured when Pete interrupted.

"What the hell are you two on about?" Rose and the Doctor turned to him guiltily as Lily winced. _Oops_. Thankfully, Ricky interrupted. "Never mind that. Come on, we need to get out of the city." He turned around, but they saw Cybermen marching down the street towards them. "Okay, split up." Ricky ordered. "Mrs Moore, you look after that bloke." He pointed at Pete. "Jake, distract them. Go right, I'll go left. We'll meet back at Bridge Street. Move." He ordered and Jake left with a nod.

Ricky ran off and Mickey turned to Rose quickly. "I'm going with him." He said quickly, giving Rose a quick kiss before running after Ricky. Rose stared after him worriedly as Mrs. Moore said urgently: "Come on, let's go."

They all ran, the ominous sound of marching coming from almost all directions. The Doctor suddenly screeched to a halt, throwing out an arm to stop Lily as more Cybermen appeared at the end of the street. He glanced around. "There!" He pointed at a side street and ran, grabbing Lily's hand and pulling her along as he led the way. They sped away, glancing behind them as the Cybermen followed them, marching down the street.

The Doctor suddenly swerved, pulling Lily behind rubbish bins. "In here." He ordered in a whisper. They all crouched down, hiding, and Rose clutched Pete's hand in terror as they heard the marching Cybermen go past. Lily was clutching the Doctor's hand, gripping it so tightly her knuckles turned white but he didn't complain. He just held her reassuringly as they heard the Cybermen stop right by them. The Doctor slowly raised his screwdriver, pointing it at them, and the Cybermen marched away.

They stood up slowly, peering out while Rose abruptly dropped Pete's hand. He stared at her and she gave him an awkward smile, turning away only to spot the Doctor holding Lily's hand. Her face fell but neither of them noticed; they were too busy checking if the coast was clear. They watched the Cybermen leave, marching out the end of the street and the Doctor whispered. "Go."

He gently pushed Mrs. Moore ahead, then followed, pulling Lily behind him. Rose followed, her eyes downcast as Pete brought up the rear. The ran through several streets. Before stopping in a deserted area. They stood, waiting and catching their breathes when Jake ran up.

"I ran past the river." He panted, stopping before them and looking between Mrs. Moore and Lily. "You should have seen it. The whole city's on the march. Hundreds of Cybermen all down the Thames." A figure ran towards them and Jake turned to face the running man. "Here he is!" They all paused as they saw only the one: except they weren't sure if it was Mickey or Ricky.

"Which one are you?" Jake asked, confused and with a hint of panic. Lily reached out and grasped the Doctor's hand again. He had been staring with furrowed brows, but he glanced down when he felt the girl's grasp. Lily hadn't taken her eyes off Mickey/Ricky and he squeezed her hand reassuringly as Mickey/Ricky said, his voice breaking: "I'm sorry. The Cybermen. He couldn't."

Lily's heart raced as she gripped the Doctor's hand. Jake's brow furrowed. "Are you Ricky?" He asked hopefully, and when the man glanced around, he asked desperately: "Are you Ricky?"

"Mickey, that's you, isn't it?" Rose pleaded. He looked straight at her and murmured. "Yeah." Rose dashed forward, hugging him as Jake turned away in shock and disappointment. Lily let out a shaky breath, her grip relaxing but the Doctor's tightened. Mickey looked at the mourning Jake and said apologetically as Rose released him: "He tried. He was running. There was too many of them."

"Shut it." Jake bit out as he turned away, his face contorting in pain. Mickey followed him, trying again: "There was nothing I could do." "I said just shut it." Jake snapped, turning to Mickey with his face contorted in grief and anger. "Don't even talk about him. You're nothing, you are." He spat as tears welled in his and Mickey's eyes. "Nothing."

Lily stepped forward, placing a hand on Jake's arm lightly. "Jake." She chided softly and he bowed his head. "We can mourn him when London is safe." The Doctor said in a low voice. "But now, we move on." He ordered softly.

Mickey lowered his eyes in mourning, and Lily stepped forward, away from Jake to Mickey, wrapping her arms around him in a brief but tight hug. They all turned away in silence, heading to Battersea.

* * *

They stood in the waste ground and stared at the large factory as its lights gleamed at the across the river. "The whole of London's been sealed off, and the entire population's been taken inside that place." The Doctor murmured, nodding his head at the factory. "To be converted." He murmured and Lily took a deep, steadying breath.

"We've got to get in there and shut it down." Rose said seriously, and Lily nodded. "How do we do that?" Mickey asked, and the Doctor replied airily: "Oh, I'll think of something." Lily's lips quirked, and Mickey stared in disbelief. "You're just making this up as you go along." He accused.

"Yep." The Doctor popped the last letter. "But I do it brilliantly." He added and Rose's lips quirked. Mickey acknowledged that but continued, his brows furrowing: "But shouldn't you at least have some plan?" Lily looked at him as the Doctor shrugged.

"Well, it's not really like there's a manual for saving the world." Lily pointed and Mickey paused, before nodding. "Touché." He admitted. As Mrs. Moore, Pete and Jake joined them, Lily added quietly to the Doctor: "Although, really, by this time you could probably start writing one."

The Doctor grinned at her, and she smiled back, neither aware of Rose's long face as she watched them. Mickey also saw it, and he wanted to laugh and cry as he saw Rose and Lily's faces, and he wanted to punch the Doctor's nose for being so oblivious.

* * *

"That's a schematic of the old factory." Mrs. Moore said as they all peered over he shoulder to stare at the screen, the Doctor wearing his glasses. It flicked through the blueprints of the building and the area beneath it. "Look." She clicked and thick lines appeared below the plan floors. "Cooling tunnels underneath the plant. Big enough to walk through." She finished and the Doctor continued.

"We go under there," he pointed at the spot on the screen, "and up into the control centre?" He clarified, and Mrs. Moore nodded. "Mmm." She agreed, when Pete interrupted: "There's another way in." They all turned to him as he said flatly: "Through the front door." He looked at the Doctor who, frowned. "If they've taken Jackie for upgrading, that's how she'll get in."

"We can't just go strolling up." Jake protested with a frown, and Mrs. Moore piped up. "Or we could," she said as she rummaged in her bag, "with these." She held up ear pods, showing them to the group. "Fake ear pods." She explained as the Doctor picked one up, examining it. "Dead. No signal. But put them on, the Cybermen would mistake you for one of the crowd." "Then that's my job." Pete said firmly.

Lily frowned as the Doctor pointed out. "You'd have to show no emotion. None at all. Any sign of emotion would give you away." He warned, and Pete nodded while Rose asked Mrs. Moore: "How many of those you got?"

"Just three sets." The woman answered and Rose nodded, taking one set. "Okay. If that's the best way of finding Jackie, then I'm coming with you." She said, looking at Pete, and standing up. Pete frowned at her, confused. "Why does she matter to you?" He asked, and Rose answered quickly: "We haven't got time. Doctor, I'm going with him, and that's that." He looked at her with pursed lips. "No stopping you, is there?" He asked, and Rose said firmly: "No."

"I'll go with them." They all turned to Lily as she spoke. "Rose'll be safe with me, and I can watch to make sure they don't give anything away in their faces." She said, looking at the Doctor. "It's mad, it's too dangerous." Jake protested, but the Doctor pursed his lips into a thin line, staring at Lily. She met his gaze evenly, and he finally nodded.

"Tell you what." He said, tossing the ear pod he was holding at Lily. "We can take the ear pods at the same time." He started to formulate his plan. "Give people their minds back so they don't walk into that place like sheep. Jakey-boy?

He ran off to look at the factory again, Jake following, dashing past Rose whose lips turned down as she watched Lily's eyes follow the Doctor. "Lumic's transmitting the control signal. It must be from over there." He pointed his sonic and a circle of red lights blinked back at them from the parked zeppelin aboe the factory.

"There it is." The Doctor said, satisfied. "On the zeppelin, you see? Great big transmitter." He lowered his screwdriver, musing, "Good thing Lumic likes showing off. Reckon you could take it out?"

"Consider it done." Jake replied, grinning. "Mrs Moore," the Doctor rushed back to address the woman, "would you care to accompany me into the cooling tunnels?" She smiled. "How could I refuse an offer of cooling tunnels?" She jested, and the Doctor turned to the group, taking his glasses off as he explained his plan. "We attack on three sides. Above, between, below. We get to the control centre, we stop the conversion machines."

"What about me?" Mickey asked. Lily realized with a guilty jolt that they'd left him out again- he was standing outside the circle, behind the bench. She'd been so focused on worrying about Rose and following the Doctor's train of thought that she'd forgotten that he hadn't been assigned anything. The Doctor looked just as guilty.

"Mickey." He said, his voice higher, "You can, er-" He fumbled to think of something and Mickey said hurt. "What, stay out of trouble? Be the tin dog?" Lily lowered her head, ashamed. "No, those days are over. I'm going with Jake." He said firmly and Jake spat: "I don't need you, idiot."

"I'm not an idiot!" Mickey cried back. "You got that? I'm offering to help." He said sincerely. Jake stared at him for a moment before muttering, "Whatever" and turning to walk away. Lily stepped forward, taking Mickey's hand in hers. He looked down at her and she gave him a small, encouraging smile as she squeezed his hand. He returned it with a small smile of his own, before turning and following Jake.

"Mickey." The Doctor called after him, and Mickey turned back to look at him. "Good luck." He said seriously. Mickey looked a tad surprised before he accepted it stride. "Yeah, you too." He replied. "Rose, Lily, I'll see you later." He nodded at them and Lily said, "Of course, silly" at the same time that Rose answered: "Yeah, you'd better."

"If we survive this, I'll see you back at the Tardis." The Doctor promised, and Mickey stared at him. The Doctor grinned at him and Mickey's lips curved up in an answering smile. "That's a promise." Mickey warned, and then he turned to walk after Jake, pausing and turning around again.

The Doctor hugged Rose tightly. "Good luck." He said seriously, and Rose smiled up at him, nodding. Mickey saw the love in her eyes, and he turned back sadly but determinedly, walking away from Rose.

The Doctor then reached out and hugged Lily, just as tightly. "You watch yourself." He said. "Course I will." She replied. He let her go reluctantly, and she, Rose and Pete took off for the front door. The Doctor watched, Mrs. Moore standing next to him.

"You really love her." She murmured, and the Doctor turned his head to glance at her. "Maybe." He replied, deciding not to ask which 'her' she was referring to. "Come on." He turned away, leading her in the opposite direction, far away from Lily.


	19. 7-2 Goodbyes

Rose ran between Lily and Pete as they headed towards the factory, keeping out of sight as they followed a line of people walking towards the factory. "Chamber six now open for human upgrading." A Cyberman voice echoed across the lot. "Chamber seven now open for human upgrading."

The three hid behind a crate, peering out at the sight before them. "Chamber eight now open for human upgrading." The Cyberman voice continued as Pete murmured: "Just put them on. Don't show any emotion. No signs, nothing. Okay?" He checked again, as he fumbled for his ear pods. "Don't worry." Rose said, voice slightly shaky as she stuck her pods in her ears. "We can do it." Lily nodded encouragingly. "Just stay together, and remember the plan." Lily murmured as they all stuck their pods in, the Cyberman voice echoing: "Chamber seven now open for human upgrading."

"We could die in here." Pete murmured. "Don't think about it." Lily ordered but he looked at Rose. "She's here for you." Pete gestured at Lily. "Why are you doing this?" He asked Rose. Rose hesitated. "Let's just say I'm doing it for my mum and dad." She muttered. "Right, let's go." She murmured, and they all nodded. They headed out, silently joining the ranks of people as the voice called: "Chamber eight now open for human upgrading."

Pete briefly clasped Rose's hand encouragingly and Rose briefly gripped Lily's before they all blanked their faces and walked in single file after the others. "Chamber nine now open for human upgrading. Chamber ten now open for human upgrading. Chamber eleven now open for human upgrading."

They stepped in dumbly into the factory, following the lines of people. Steam blew everywhere and all Lily could feel was the heat waving down on her as she followed Pete and Rose. "Units upgraded now six thousand five hundred." She tried not to widen her eyes as she heard the Cybermen. "Repeat. Six thousand five hundred and rising."

They'd just walked down into a darker area when a Cyberman stepped forward, raising its arm in front of Rose, stopping her from going forward any more. Lily's heart raced as for a moment she thought they'd been discovered, before it said in its robotic voice: "You will wait."

It walked off, and Pete asked worriedly: "You okay?" Rose whispered back: "No." Lily heard the fear in her voice and wished with all her heart she could reach out and take her cousin's hand. A line of people walked before them, and Rose watched as a Cyberman voice echoed: "Chamber six now open for human upgrading. All reject stock will be incinerated."

Alarms blared as the people disappeared, and although Lily worked to keep her face impassive, she was shaking inside with fear as whirring sounds echoed through the room. She looked up and saw a Cyberhead lowering into the individual chambers, before new Cybermen stepped out of the units and marched off. She swallowed hard.

"Any sign of Jackie?" Pete whispered urgently and Rose peered around while Lily whispered back: "No." Just then, a Cyberman noticed them and marched over. "You are Peter Tyler." It said monotonously, and Rose and Pete flinched while Lily managed to show absolutely no reaction. "Confirm you are Peter Tyler." "Confirmed." Pete replied quietly but firmly.

"I recognise you." The Cyberman continued. "I went first. My name was Jacqueline Tyler." "No!" Rose cried, while Pete said, horried: "What?" Lily looked at them in alarm. _No!_

"They are unprogrammed." The Cyberman announced. "Restrain." Lily watched in horror as Cybermen came forward, grabbing Pete and Rose. "You're lying." Pete struggled, biting out his words at the Cyberman what was once Jackie Tyler. "You're not her. You're not my Jackie!" He cried in anguish when the Cyberman agreed. " No, I am Cyber-form. Once I was Jacqueline Tyler." Pete looked away, as Rose gasped. "But you can't be. Not her."

"Her brain is inside this body." The Cyberman replied and Lily felt sick. "Jacs, I came to save you." Pete tried to reason desperately, but the Cybermen ignored him. "Delete." The Cybermen cried, and Lily stepped forward. "He used to work with Cybus Industries." She stated and the Cyberman looked at her. "We're friends of his, and he knew Lumic personally." She carried on. The Cyberman looked back at Pete.

"This man worked with Cybus Industries to create our species." It stated. "He will be rewarded by force. Take them to Cyber Control." A Cyberman grabbed Lily, and the three of them were escorted away. "They killed her. They just took her and killed her." Rose said in shock. "Maybe there's a chance, I don't know. Maybe we can reverse it." Pete said hopefully. "There's nothing we can do." Rose murmured.

"But if, if she remembers." Pete started. "It's her brain, not her heart. They have no emotions left, no feelings." Lily said quietly. Pete looked at her. "No, maybe, maybe," he twisted, trying to look back. "Where is she? Which one was it? Which one was her?" He asked, and they all looked back, Lily sadly, knowing there was no hope left. "They all look the same." Rose admitted dejectedly and Pete hung his head in defeat, before they were forced off.

* * *

The three of them were escorted into a control room where Pete collapsed into a chair, still unable to believe Jackie was gone. Rose stood next to him, looking helpless but wanting to help. Lily stood beside Rose, also feeling helpless. Suddenly the door opened and the Doctor walked in.

"I've been captured, but don't worry, Lily and Rose and Pete are still out there. They can rescue me. Oh well, never mind." He said sarcastically as he joined them. Lily gave him a death glare- why could he never read the mood. He saw it and seemed to understand. "You okay?" He asked Rose. She nodded. "Yeah. But they got Jackie." She replied sadly. Pete added darkly: "We were too late. Lumic killed her." The Doctor glanced at Lily, checking her to see she was okay before addressing a Cybermen.

"Then where is he, the famous Mister Lumic?" He asked as he turned around, addressing the room at large. "Don't we get the chance to meet our Lord and Master?" "He has been upgraded." A Cyberman behind them answered, and the Doctor looked at it.

"So he's just like you?" The Doctor asked in a low voice. "He is superior." The Cyberman corrected. "The Lumic Unit has been designated Cyber Controller." It turned its head to the side, and the other Cybermen also turned, facing a set of Doors. Lily stepped closer to the Doctor, who slowly reached out a hand to grasp hers as the doors slide open to reveal a Cyberman with a glittering head, sitting in a giant wheelchair. Pete stood up, staring in shock as Rose came closer to the Doctor as well.

"This is The Age of Steel and I am its Creator." Lumic said, his voice robotic and emotionless. The Doctor stared at him, his eyes dark. Suddenly, they heard screaming, and people running. They all looked up, hearing the common and Lily realized the transmitter must be down. She smiled. _Good job, Mickey_.

 **"** That's my friends at work." The Doctor exulted. "Good boys!" He turned to Lumic, and said in a low voice. "Mister Lumic, I think that's a vote for free will." He finished with a cheeky grin and a wink. Lily had to smile, but it fell as Lumic spoke.

"I have factories waiting on seven continents. If the ear pods have failed, then the Cybermen will take humanity by force. London has fallen. So shall the world." Lily's blood ran cold as Lumic continued. "I will bring peace to the world. Everlasting peace." The Doctor let go of Lily's hand and folded his arms as Lumic went on. "And unity and uniformity."

"And imagination? What about that?" The Doctor demanded. "The one thing that lead you here, imagination, you're killing it dead!" Lumic paused to look at him before he asked: "What is your name?" "I'm the Doctor." The Doctor replied, cocking his head back to stare intensely at Lumic.

"A redundant title." Lumic announced. "Doctors need not exist. Cybermen never sicken." "Yeah, but that's it." The Doctor cried, stepping forward. "That's exactly the point! Oh, Lumic," he groaned, trying to get Lumic to understand, "you're a clever man. I'd call you a genius, except I'm in the room." He paused. "And Lily. But everything you've invented, you did to fight your sickness." The Doctor continued. "And that's brilliant. That is so human." He frowned at Lumic. "But once you get rid of sickness and mortality, then what's there to strive for, eh? The Cybermen won't advance." He informed Lumic. "You'll just stop. You'll stay like this forever. A metal Earth with metal men and metal thoughts, lacking the one thing that makes this planet so alive. People." He emphasized. "Ordinary, stupid, brilliant people."

"You are proud of your emotions." Lumic stated, rather than asked but the Doctor replied anyway. "Oh, yes." He said, and Lumic's eye lights seemed to flash. "Then tell me, Doctor." He said. "Have you known grief, and rage, and pain?" Lily winced, but the Doctor simply replied: "Yes. Yes I have." He said quietly.

"And they hurt?" Lumic prompted. "Oh, yes." The Doctor agreed. "I could set you free." Lily's stomach churned in disgust. "Would you not want that? A life without pain?" The Doctor looked at him levelly. "You might as well kill me." He answered. "Don't encourage it." Lily scolded, and the Doctor glanced at her to give her a cheeky wink. Lumic replied seriously. "Then I take that option." The Doctor turned to him, exasperated.

"It's not yours to take." He cried. "You're a Cyber Controller. You don't control me or anything with blood in its heart." The other Cybermen turned to them menacingly as Lumic stated. "You have no means of stopping me. I have an army. A species of my own." The Doctor groaned, rubbing his eyes. "You just don't get it, do you? An army's nothing. Because those ordinary people, they're the key." Lily's heart leapt as she understood: Mickey. The Doctor glanced at a security camera filming them from a wall nearby.

"The most ordinary person could change the world. Some ordinary man or woman, some idiot." Lily grinned, knowing Mickey would understand now. "All it takes is for him to find, say, the right numbers." The Doctor hinted. "Say the right codes. Say, for example, the code behind the emotional inhibitor. The code right in front of him. Because even an idiot, "the Doctor rambled on and on," knows how to use computers these days."

By this stage Rose and Pete were starting to catch on, and Lily hoped desperately that Mickey was working on saving them. "Knows how to get past firewalls and passwords. Knows how to find something encrypted in the Lumic Family Database, under er." He broke off and Lily offered: "Binary nine, for example." "Thank you, Lily." The Doctor nodded as Pete grinned. "An idiot could find that code. Cancellation code. And he'd keep on typing. Keep on fighting. Anything to save his friends." The Doctor hinted, and Lily wondered how the Cybermen hadn't noticed something fishy about the situation.

As she finished the thought, Lumic interrupted. "Your words are irrelevant." He said, as the Doctor turned to face him. "Yeah, talk too much," the Doctor acknowledge, "that's my problem. Lucky I got you that cheap tariff, Rose, for all our long chats." He looked at the camera again. "On your phone." Lily smiled- he was brilliant.

" You will be deleted." Lumic threatened, and the Doctor agreed. "Yes." He said lightly. "Delete, control, hash. All those lovely buttons. Then, of course, my particular favourite, send." He pretended to press a button in the air, and Lily almost laughed. "And let's not forget how you seduced all those ordinary people in the first place."

The Doctor continued as he moved to stand behind the controls, just as Rose's phone beeped. She'd gotten a text."By making every bit of technology compatible with everything else." He mused as Rose checked the message. "It's for you." She said as she tossed it at the Doctor and he caught it expertly. "Like this." He stated, then stuck Rose's phone into a docking station. Lily saw the numbers '6879760' on the small screen.

The whole place shook, dust falling from the ceilings, and the Cybermen clutched their heads, screeching and reeling in pain. The code began to appear on every computer screen in the room. "Go Mickey." Lily whispered, as Rose and Pete looked at each other joyfully.

Lily saw one Cyberman catch sight of its reflection in a reflective piece of machinery. It cried in sorrow, and Lily frowned. The Doctor approached it. "I'm sorry." He told it, and the full impact of it all hit Lily. The code behind the emotional inhibitor- the Cybermen could feel again.

"What have you done?!" Lumic demanded, shouting over the other Cybermen's moans of pain. "I gave them back their souls." The Doctor replied firmly. "They can see what you've done, Lumic," he said as he grabbed Rose's phone and tossed it back at her. "And it's killing them!" He yelled as he grabbed Lily's hand and ran out, leading them all out of the exploding factory. "Delete! Delete! Delete!" Lumic cried after them.

Things continued to explode around them, and flames licked up around them. The Doctor let go of Lily as he reached the emergency exit. He flung the door open, only to find it completely blocked by Cybermen, writhing in pain. They wouldn't be able to get through to safety. He shut the door, and looked around as the flames flickered higher. Things kept exploding and the Doctor looked around frantically. "There's no way out!" The Doctor cried. Lily yelped as another explosion burst above them, ducking away from the heat wave.

Rose's phone rang and the girls blinked at it. She answered it, while the Doctor and Pete tried to find another way out. "It's Mickey." Rose said, turning to them. "He says head for the roof." They all took off for the stairs leading up, and Lily thanked the heavens that it hadn't been blocked off yet. But it was too early to celebrate as the flames licked around them.

They barely made it out onto the roof okay, but it was still a nightmare as flames were erupting there too. They ran onto the roof before stopping to stare at the zeppelin hovering towards them. **"** Mickey, where'd you learn to fly that thing?" Rose yelled into her phone, amazed. "Want to bet it was from video games?" Lily asked, as another explosion rocked the building and they stumbled to right themselves. Rose yelped, before Lily pulled her upright.

They sprinted towards the zeppelin and Lily wondered how they were going to make it up there. She grinned when a rope ladder fell out, landing right in front of Rose. "Good aim, Mickey!" She cheered, as the Doctor grabbed it, steadying it.

"You've got to be kidding." Pete cried but the Doctor ignored him. "Rose, get up." He ordered. Rose did as she was told, grabbing onto the ladder and hauling herself up. "Lily, you next!" The Doctor ordered and she followed without question. The Doctor hauled himself up after her, and Pete followed just in time as Mickey lifted off and took off away from the factory.

"We did it! We did it!" Rose screamed happily as the Doctor joined Lily, Pete struggling to follow below them. He smiled at her and she grinned back. The Doctor was suddenly aware of how close their faces were, and he had the strongest urge to lean in and kiss her… and blame it on the relief of survival. Suddenly, the rope ladder was jerked as something heavy pulled it down, and Rose shrieked as they almost fell off.

Lily peered down to see Lumic climbing up after them, the Cyberman just behind Pete, both climbing up to where Rose, Lily, and the Doctor hung on for dear life. "Pete!" The Doctor yelled, reaching into his jacket pocket. "Take this!" He passed the man the sonic screwdriver. "Use it! Hold the button down! Press it against the rope. Just do it!"

Pete struggled as Lumic climbed up, getting closer. "Jackie Tyler." Pete declared. "This is for her! " He cried as he soniced the rope just below his foot. The rope gave way and Lumic fell, screaming in anguish. "Ha, ha!" Pete shouted victoriously as Lumic disappeared into the flames as the factory exploded. Lily watched in silence, hanging on to the ladder tightly as they all flew away, safe.

* * *

The Doctor ran ahead to power the Tardis, and Lily stopped outside, watching Pete and Rose chat as they came up slowly. She couldn't hear them, but she saw Pete's eyes widen at something Rose said. She saw him double-take, looking Rose over with new eyes before he shook his head. Lily knew Rose had told him the truth, that she was his daughter.

The Tardis door opened, and the Doctor poked his head out. He spotted Lily there and then saw Rose standing further away. He nodded for Lily to follow him. "Rose." He called, dashing towards them, Lily beside him. "We've only got five minutes of power. We've got to go." Rose turned back to Pete.

"The Doctor could show you." She pleaded, and Lily's heart tugged as Pete shook his head, murmuring quietly: "Thank you. For everything." "Dad." Rose said tears, welling in her eyes. The Doctor seemed to understand the situation as Pete backed away. "Don't." He pleaded, his face drawn with pain. "Just, just don't." Pete left hurriedly, and Rose stood in disbelief and hurt. "Rose." Lily murmured, reaching out for her. Rose turned to her tearfully. Lily smiled sympathetically and Rose sobbed, reaching out and hugging her cousin, crying silently on her shoulder.

The Doctor stood awkwardly, rubbing the back of his neck as Rose cried, Lily wrapping her arms around her, patting her soothingly. It didn't last long, and Rose had just pulled back when Mickey and Jake arrived, Mickey announcing: "Here it is. I found it." He held up something to the Doctor. "Not a crease." Mickey said with a grin.

"My suit!" The Doctor cried happily. "Good man. Now then, Jake, we've got to run. But one more thing." He looked at the man seriously. "Mrs Moore. Her real name was Angela Price. She's got a husband out there, and children." Lily closed her eyes, breathing deeply as she fought tears. "Find them. Tell them how she died saving the world."

"Yeah, course I will." Jake said with a soft smile. He glanced at Lily, and she offered him a small grin. He grinned back as the Doctor announced. "Off we go, then." He said cheerily, when Mickey interrupted. "Er, thing is," they turned to him, "I'm staying." Mickey admitted. Lily's heart dropped and Rose's mouth fell open.

The Doctor stared at Mickey. "You're doing what?" He asked in complete disbelief. "You can't." Rose pleaded. Lily just stood in shock, staring at him as tears pooled in her eyes.

"It sort of balances out, because this world lost its Ricky," Mickey said, his voice breaking, "but there's me. And there's work to be done with all those Cybermen still out there." "But you can't stay." Rose protested. "Rose, my gran's here." Mickey said finally. "She's still alive. My old gran, remember her?" "Yeah." Rose sobbed.

"She needs me." Mickey said firmly, sadly. Rose hesitated, before she asked tearfully: "What about me? What if I need you?" Mickey took a deep breath before he finally admitted. "Yeah, but Rose, you don't." He glanced at the Doctor. "It's him, isn't it." Rose couldn't reply to that as Lily hung her head. "We had something a long time ago, but not anymore." He finished, hanging his own head down.

"And me?" Lily asked. Mickey looked at her sadly as Lily finally spoke. "I need you." She whispered, and Mickey nodded sadly. "But my gran needs me more. Besides," he glanced at the Doctor again, "I have a feeling you won't be needing me around much longer." "I'll always need you. You're my brother." Lily whispered, a tear falling. "And you'll always be my sister, promise." Mickey replied.

"Well, we'll come back." Rose said hopefully. "We can travel anywhere. Come and see you, yeah?" She tried, but the Doctor interrupted. "We can't." He said sadly, and they looked at him, Rose disbelieving and Lily tearfully. "I told you, travel between parallel worlds is impossible. We only got here by accident. We, we fell through a crack in time. When we leave, I've got to close it." Rose's head turned down in shock as the Doctor looked at Mickey seriously. "We can't ever return."

Mickey looked sorrowfully at Rose whose face was looking heartbroken, and Lily who was anguished but understanding. He took a deep breath, drawing back his shoulders to stand tall as he addressed the Doctor. "Doctor." He held out his hand, and the Doctor took it, shaking it. "Take Rose's phone." The Doctor told him. "It's got the code. Get it out there. Stop those factories." They let go and the Doctor grinned at Mickey. "And good luck," he paused before he said with a smile, "Mickey the idiot."

He tapped Mickey's face jokingly as Mickey smiled. "Watch it." He mock warned. He then reached out to hug Lily, who hugged him tightly. "I'll miss you." She said quietly, and he nodded. "Me too." He whispered, and Lily made to let go but he gripped her tighter, whispering in her ear. "Don't hold back for Rose. Don't reject him. Just go for it- she'll understand." Lily blinked as Mickey let go. He just smiled at her, and Lily gave him a small smile back.

She and the Doctor entered the Tardis to give Rose and Mickey their privacy. They remained in silence, the Doctor preparing to leave as Lily stood watching him, mulling Mickey's words. She had been told something similar so many times now, but hearing it from Mickey made her finally open her eyes and acknowledge it. _Not now._ She thought as Rose entered and the Doctor took them away. _It's too soon._

The Tardis whooshed as they landed and Rose stepped out first. "You alive." Lily heard Rose murmur as she stepped out into the Tyler's living room, followed by the Doctor. "Oh, mum, you're alive." Rose hugged her mother as Jackie looked confused. "Well, I was the last time I looked. What is it? What's happened, sweetheart?" She looked up to see tears welling in Lily's eyes as well. "What's wrong?" Jackie asked bewildered. "Where did you go?"

"Far away. That was far away." The Doctor said quietly when Jackie noticed someone missing. "Where's Mickey?" Lily's face dropped but the Doctor answered evenly: "He's gone home." Rose hugged her mother tighter, squeezing her eyes shut. Lily's eyes slid over to see the Doctor staring at Rose's back. _Not yet._ She thought as she watched the Doctor. _But someday…I'll tell him._


	20. 8-1 The Idiot's Lantern

"I thought we'd be going for the Vegas era," Rose began, stepping out of the Tardis dressed in layers of pink tulle paired off with pink high heels. "You know the white flares and the, grr, chest hair." "And see Elvis leave the building." Lily added, stepping out dressed in thinner, blue tulles. She was wearing black heels to match her cousin. The girls grinned at each other, and the Doctor poked his head out the door.

"You are kidding, aren't you?" He said in disbelief, and Lily piped up. "Not sure about that." She gestured at his Teddy boy quiff. "It's hip." He defended before continuing. "You want to see Elvis, you go for the late fifties. The time before burgers." He disappeared back into the Tardis and the girls shared amused smiles as they listened to him.

"When they called him the Pelvis and he still had a waist. What's more, you see him in style." They both started to hear an engine revving, and turned to see the Doctor ride a blue scooter with a sidecar attached to it out the Tardis. Lily laughed. He was wearing a white crash helmet and sunglasses. The girls laughed together as he spun the scooter around before them, and he grinned back at them. "You going my way, doll?" He asked in an Elvis voice and Lily laughed hysterically.

"Is there any other way to go, daddy-o? Straight from the fridge, man." Rose said as she pulled on her own pink sunglasses. "Hey, you speak the lingo." The Doctor said delighted, tossing her a pink helmet as Lily howled with laughter behind them. "Oh well, me mum, Cliff Richard movies every Bank Holiday Monday." Rose said with a sigh as she pulled the helmet on.

"Ah, Cliff. I knew your mother'd be a Cliff fan." The Doctor said as he pulled a face while Rose clambered on behind him. "Come on, you." He added, looking at Lily who was just beginning to calm down. "As much as I enjoy your peals of laughter, we've got places to be, sights to see."

He grinned, tossing her a blue helmet. She grinned as she caught it, placing it on her head as she climbed into the sidecar. "Ah, glad you have no complaints about the arrangement." The Doctor noted, with a small bit of surprise.

"Well, I'm the youngest and with Rose's big dress, she'd never fit." Lily answered cheekily and Rose grinned. The girls had made up quickly, Rose apologizing for what happened in the parallel world. Lily had accepted it graciously, and they'd moved on. Meanwhile, the Doctor and Lily had each made their silent decisions, accepting fact and choosing to make the most of things as they were. So in fact, things had never been better between the three- Lily and the Doctor jested in good humor while Rose's original bonds with the two stayed strong. Life couldn't be better.

"Where we off to?" Rose yelled over the engine as they took off. "Ed Sullivan TV Studios." The Doctor answered, and Lily laughed enthusiastically. "Elvis did Hound Dog on one of the shows. There were loads of complaints. Bit of luck, we'll just catch it." The Doctor said excitedly, and Lily frowned.

"Um…" She said, looking around. Rose also caught on. "And that'll be TV studios in, what, New York?" She asked and the Doctor replied cheerily: "That's the one." He had to stop abruptly when a red London bus drove past them at the stop sign, and Lily grinned to see him staring around him where all the Union flags were strung between the houses, flying in the wind.

"Ha! Digging that New York vibe." Rose teased as the Doctor muttered, "Well, this could still be New York. I mean, this looks very New York to me." He sulked and Lily raised her eyebrows. "Sort of Londony New York, mind." He mumbled and Lily laughed at him.

"Or we could be in an alternate reality where London is, in fact, New York." She teased and he grumbled under his breath, sulking. Rose continued to look around as she wondered aloud: "What are all the flags for?" They all stared, puzzled as to when they'd landed.

In silent agreement, the group parked the bike safely away, before walking around, trying to figure out what was happening. Lily's attention was drawn to a delivery van, where a man was unloading a TV set. "There you go, sir," the man was saying, "all wired up for the great occasion."

"'The great occasion?" The Doctor asked as the three of them wandered up. "What do you mean?" He addressed the man curiously, and the man looked at him incredulously. "Where've you been living, out in the Colonies? Coronation, of course." He informed them as he shut his van. "What Coronation's that then?" The Doctor asked, his hands in his pockets, and Lily stared at him. It was pretty obvious.

The man stared at him. "What do you mean? The Coronation." The man smiled awkwardly, and Lily sighed. "1953?" She pointed out and Rose finally told him. "It's the Queen's. Queen Elizabeth." The Doctor finally understood. "Oh!" He said, realization dawning on his face as the girls grinned at him.

"Is this 1953?" He asked the man and he nodded. "Last time I looked." He chortled while Lily looked up at the houses and frowned. "Time for a lovely bit of pomp and circumstance, what we do best." The man went on.

"Look at all the TV aerials." Rose said confused and Lily nodded with a frown. "There're too many." Lily agreed. Rose nodded, saying: "Looks like everyone's got one. That's weird. My nan said tellies were so rare they all had to pile into one house." The Doctor wandered off as the man answered.

"Not around here, loves." He told them, before showing the words on his van. "Magpie's Marvellous Tellies, only five quid a pop." Lily frowned. "Isn't that rather cheap for a tellie?" She asked. The man opened his mouth to answer, but he was interrupted by the Doctor.

"Oh, but this is a brilliant year." He cried excitedly. "Classic! Technicolour, Everest climbed, everything off the ration." He waltzed past them as he continued. "The nation throwing off the shadows of war and looking forward to a happier, brighter future." Rose laughed and Lily smiled, but it disappeared when a woman suddenly cried out desperately.

"Someone help me, please!" They whipped around to see men in black suits dragging a man covered in a sack out of a house. "Ted!" The woman's voice screamed as the men shoved the covered man into the backseat of a black car. "Leave him alone! He's my husband!" The woman cried. The Doctor rushed towards them, Rose and Lily right behind him. "Please." The woman sobbed.

"What's going on?" The Doctor demanded of the men and a young boy ran out of the house across the street. "Oi, what are you doing?" The boy cried out. "Police business." One of the men in black suits replied, turning to the Doctor: "Now, get out of the way, sir." The man shoved the Doctor away. Rose and Lily turned to the boy as the woman continued to sob hysterically.

"Who did they take? Do you know him?" Rose asked the boy, and the Doctor turned his attention to them as well. "Must be Mr. Gallagher." The boy muttered as the car doors slammed shut and it drove away. "It's happening all over the place. They're turning into monsters." The boy told them just as a man shouted: "Tommy!"

The boy turned to look at who Lily assumed to be father, and Lily saw a pale woman standing in the doorway behind the angry man. "Not one word! Get inside now!" The man shouted, and the boy turned back to them. "Sorry. I'd better do as he says." The boy said quickly, before turning back towards his house. The Doctor stared after the retreating car, and he rushed to the scooter, Rose and Lily right behind him.

"All aboard!" The Doctor called as Rose settled down behind him while Lily hopped into the sidecar. The Doctor took off after the car, following it as it disappeared around a corner. They turned the corner, and the Doctor stopped as they found a few men sweeping in front of a vegetable barrow at the end of a dead end, right before a closed lot. Lily stared up at the closed parking lot doors, staring up at the sign on that read 'Offices to Let', puzzled. _Where did it go_?

 **"** Lost them." The Doctor said, sounding just as puzzled. "How'd they get away from us?" "Surprised they didn't turn back and arrest you for reckless driving." Rose said, slightly out of breath. "Have you actually passed your test?" She asked and Lily shook her head. "Not what's important right now." She reminded. The Doctor continued, ignoring both of them as he frowned, bewildered.

"Men in black? Vanishing police cars? This is Churchill's England, not Stalin's Russia." The Doctor said, confused. "That boy earlier." Lily interrupted, and the Doctor looked at her. "He said something about this earlier."

"Monsters, that boy said." Rose added, turning to the Doctor. "Maybe we should go and ask the neighbors." The Doctor scoffed: "That's what I like about you. The domestic approach."

Rose smiled smugly. "Thank you." She said lightly. Lily suppressed a smile, waiting for it to sink in. "Hold on," Rose said, "was that an insult? Whoa!" She exclaimed as the Doctor simply took off again without a reply.

* * *

"Hi!" The Doctor and Rose said in unison, Lily standing right behind them. The angry man from before stared at them, completely disconcerted. "Who are you, then?" He asked staring as Lily gave him a wave when he looked at her. "Let's see, then." The Doctor began as he reached into his pocket, looking the man up and down. "Judging by the look of you, family man, nice house, decent wage, fought in the war, therefore I represent Queen and country." He held up his psychic paper for the man to look at.

The man looked startled and the Doctor rattled on. "Just doing a little check of Her forthcoming Majesty's subjects before the great day. Don't mind if I come in? Nah, I didn't think you did. Thank you." He pushed past the man and Rose followed. "Yeah, sorry, he does that." Lily told the man apologetically before pushing past herself.

She entered the living room where the Doctor was looking around. "Not bad. Very nice." The Doctor said, impressed. "Very well kept. I'd like to congratulate you, Mrs...?" The Doctor inquired as he walked towards the woman they'd seen before. "Connolly." She replied, startled, and Lily watched the son with interest. He seemed anxious and nervous as he paced about on one side of the room.

"Now then, Rita." Mr. Connolly interjected huffily. "I can handle this. This gentleman's a proper representative." He said proudly as Rose settled herself in a chair, before addressing the Doctor. "Don't mind the wife, she rattles on a bit." He finished and Lily frowned at his dismissive attitude.

"Well, maybe she should rattle on a bit more." The Doctor replied, also frowning. "I'm not convinced you're doing your patriotic duty." The Doctor continued as he glanced at the Union Flags hanging on a chair. "Nice flags. Why are they not flying?"

The man glanced at them too, before scolding. "There we are Rita, I told you," he said and the woman nodded meekly. "Get them up. Queen and country." He ordered and Lily's frown deepened. "I'm sorry-" Mrs. Connolly began but the Doctor stopped her with a hand, approaching Mr. Connolly with a deep frown as the man continued: "Get it done. Do it now."

"Hold on a minute." The Doctor interrupted but Mr. Connolly continued without hearing him: "Like the gentleman says." "Hold on a minute." The Doctor interrupted again and the man looked at him surprised. Lily suppressed a smile as she saw the boy watching the Doctor wide-eyed as the Time Lord demanded: "You've got hands, Mr. Connolly. Two big hands. So why is that your wife's job?"

"Well, it's housework, innit?" Mr. Connolly replied and Lily's eyebrows shot up, as did the Doctor's. "And that's a woman's job?" The Doctor asked. "Of course it is." Mr. Connolly snorted dismissively. "Mr. Connolly." Lily interrupted and he glanced at her with a raised eyebrow. "What gender is the Queen?" Lily asked with her eyebrows still raised.

"She's a female." The man answered, confusedly and Lily looked at him, her point made. The Doctor picked up where she left off: "Mr. Connolly. Are you suggesting the Queen does the housework?" The Doctor asked and Lily suppressed another smile as the boy looked at the Doctor in awe. "No. Not at all." Mr. Connolly murmured, hastily.

"Then get busy." The Doctor said meaningfully, handing Mr. Connolly the flags. "Right. Yes, sir." Mr. Connolly said submissively as he began to hang the flags in the living room. "You'll be proud of us, sir. We'll have Union Jacks left, right and centre." "'Union jacks'?" Lily asked with raised brows, and Rose also stood up.

"Excuse me, Mr. Connolly. Hang on a minute." Rose said. "Union Jacks?" She repeated Lily's question. "Yes, that's right, isn't it?" Mr. Connolly said confused. "That's the Union Flag." Rose said, nodding at the flags. "It's the Union Jack only when it's flown at sea." She told him and Lily saw the boy and his mother look on in mixed amazement and amusement.

"Oh." Mr. Connolly mumbled. "Oh, I'm sorry, I do apologise." The man said contritely. "Well, don't get it wrong again, there's a good man. Now get to it!" Rose ordered. Rose turned back and Lily saw she was suppressing a smile. The two girls bit their lips as they fought back laughter while the Doctor raised his eyebrow at them in amusement.

"Right then!" The Doctor said, turning to the rest of the family as Mr. Connolly hung up the flags. "Nice and comfy, at Her Majesty's leisure. " He and Rose sat down on a couch, Lily perching on the arm next to the Doctor. "Union Flag?" He asked under his breath to Rose, who shrugged. "Mum went out with a sailor." She replied as Lily stifled a laugh.

"Oh ho ho ho. I bet she did." The Doctor murmured before saying loudly. "Anyway, I'm the Doctor, this is Lily and this is Rose, and you are?" He asked, looking questioningly at the boy. "Tommy." He replied, answering the silent question immediately and Lily smiled at him.

He smiled back uncertainly as the Doctor said: "Well, sit yourself down, Tommy." He patted the seat between him and Rose, and Rose shifted over so Tommy could sit. The Doctor moved closer to Lily as Tommy sat down, and Mrs. Connolly took a seat in an armchair next to Lily.

"Have a look at this." The Doctor indicated the TV set. "I love telly, don't you?" He asked, breaking the tension. Tommy nodded in agreement. "Yeah, I think it's brilliant." He grinned and the Doctor smiled at him. "Good man!" He said, but Lily noticed that Mrs. Connolly's pale countenance had not lifted- not once since she'd seen her earlier. She kept staring down worriedly into her hands.

They watched the man on the TV showing a vertebra of an ichthyosaurus, when the Doctor called over his shoulder: "Keep working, Mr. C!" The Doctor then abruptly turned to Mrs. Connolly. "Now, why don't you tell me what's wrong?" He asked in a low voice.

She hesitated before asking: "Did you say you were a doctor?" Lily's eyebrows raised, while the Doctor replied reassuringly: "Yes, I am." "Can you help her?" Mrs. Connolly asked. "Oh please, can you help her, Doctor?" She begged.

"Now then, Rita." Mr. Connolly interrupted darkly. "I don't think the gentleman needs to know-" "No, the gentleman does." The Doctor interrupted, leveling a stare at Mr. Connolly. Lily reached out for Mrs. Connolly's hand, giving her a reassuring smile and squeeze while Rose said, comfortingly: "Tell us what's wrong, and we can help. Mrs. Connolly broke down into tears, and Lily quickly rubbed her shoulders, before reaching in to hug the sobbing woman.

"I'm sorry." She whispered as Rose also came over to comfort the poor woman. Lily said sympathetically: "It's all right." "Come here. It's okay." Rose also soothed, wrapping the woman's hands in her own. The woman continued to sob, when Mr. Connolly suddenly interjected: "Hold on a minute."

Lily saw the Doctor turn his head to give Mr. Connolly a dark look. "Queen and country's one thing, but this is my house!" Mr. Connolly snapped, and Lily glared at him, rubbing the sobbing woman soothingly. "What the?" Mr. Connolly looked down at his hands before throwing the Union Flags onto the floor.

"What the hell am I doing? Now you listen here, Doctor." He said approaching the Doctor angrily, while the Doctor leaned his face on a fist, glaring up at the man. "You may have fancy qualifications, but what goes on under my roof is my business."

"A lot of people are being bundled into-" The Doctor started darkly and Mr. Connolly interrupted. "I am talking!" He shouted angrily, his eyes bulging and the Doctor's patience snapped. "And I'm not listening!" He shouted back, angry as he jumped up to stare down menacingly at the man before him.

"Now you, Mr. Connolly, you are staring into a deep, dark pit of trouble if you don't let me help." The whole family had flinched at the Doctor's angry tone, Mrs. Connolly stopping her crying in shock. Lily hugged her tighter as she looked at them startled. "So I'm ordering you, sir! Tell me what's going on!" The Doctor finished, staring threateningly at Mr. Connolly. The man swallowed and opened his mouth.

Thump. Thump. Thump. They all looked up at the ceiling where the noise was coming from. Tommy glanced up and at his mother with wide eyes while Mrs. Connolly dropped her shaking head into her hands. "She won't stop." Mr. Connolly said quietly, afraid. "She never stops." Tommy chimed in, and the Doctor turned to face the boy as he spoke shakily.

"We started hearing stories, all round the place. People who've changed. Families keeping it secret because they were scared. Then the police started finding out." Mr. Connolly bowed his head slightly, defeated. "We don't know how, no one does. They just turn up, come to the door and take them, any time of the day or night." Tommy finished.

The Doctor looked the boy in the eye as he said very seriously. "Show me."


	21. 8-2 No-face

The door creaked as Tommy peered in, the Doctor right behind him. Lily and Rose stood just behind the Doctor while Mr. and Mrs. Connolly stood back. "Gran?" The boy whispered into the pitch black room. "It's Tommy." He carried on whispering as he opened the door and led them into the room.

"It's all right, Gran. I've brought help." Tommy whispered. Lily followed the Doctor in and saw the dark outline of an elderly woman standing by the window. The woman walked slowly towards them as they all stepped into the room. Tommy flicked a switch, turning the lights on, and Lily gasped, covering her mouth with her hands as she stared in horror at the poor woman.

The woman was staring at them but her face was gone. It was just a blank piece of skin, no eyes, no nose, no mouth- nothing. Tears welled in Lily's eyes as she wondered what it must be like to live on like that. The Doctor leaned in, examining the woman's face intently while Lily and Rose stepped closer cautiously.

"Her face is completely gone." He said in utter disbelief. He pulled out his screwdriver, pointing it at her face. "Scarcely an electrical impulse left." He murmured, frowning. "Almost complete neural shutdown. She's ticking over. It's like her brain has been wiped clean."

Lily swallowed as Tommy asked desperately: "What're we going to do, Doctor? We can't even feed her." Suddenly, there was a bang as the front door was broken down. Mrs. Connolly gasped in horror while Rose, Lily and the Doctor whipped around to look at the bedroom door.

"We've got company." Rose muttered, but Lily stared at Mr. Connolly with a frown as Mrs. Connolly said in horror: "It's them." She gripped her son for comfort. "They've come for her!"

"Quickly. What was she doing before this happened?" The Doctor whispered at Mrs. Connolly urgently. "Where was she? Tell me. Quickly, think!" The poor woman was too alarmed to think, and she grasped her head overwhelmed while Tommy cried in exasperation: "I can't think! She doesn't leave the house! She was just-" A man in a black suit interrupted them as he stormed into the room.

"Hold on a minute." The Doctor stopped him, raising his hands as he said: "There are three important," the man paused, staring at the Doctor, "brilliant, and complicated," Lily groaned, "reasons why you should listen to me." The Doctor explained. "One-"

He was punched in the face, the force of the blow knocking him over. "Doctor!" Rose and Lily cried, rushing over to the fallen man. The man ignored them as he threw a blanket over the old woman while Rose knelt down beside the Doctor who was out cold.

"Leave her alone!" Mrs. Connolly cried, trying to stop the men but she was shoved mercilessly aside. She fell onto the bed, and Tommy immediately helped her up as she cried after the men: "No!"

The pair moved to follow the men, desperately pleading for them to leave the old lady alone. Lily followed quickly, as Rose shouted, "Doctor!" trying to wake him up. Lily frowned when she saw Mr. Connolly blocking her way, shepherding the men out the front door.

"Don't hurt her!" Mrs. Connolly cried from the stairs as the three tried to move around Mr. Connolly to run after the men. "Back inside, Rita." Mr. Connolly ordered as Mrs. Connolly pleaded: "She's my mother." "Back inside now, I said." Mr. Connolly ordered as the old woman was pushed into the backseat.

Mrs. Connolly began to sob, and Lily shoved her way past the man, angrily, but it was too late- the car began to drive off. "What'd you do?!" She yelled at Mr. Connolly furiously but he ignored her, pushing his protesting son back from the front door. "Don't fight it. Back inside."

The Doctor appeared and he shoved past Mr. Connolly as well. He spotted Lily and gestured. They ran, the Doctor yelling over his shoulder: "Rose, come on!" Lily jumped into the sidecar, shoving the helmet on her head as the Doctor did the same. "Rose?!" She yelled as the Doctor called: "Rose, we're going to lose them again!"

He then revved the engines, and as Rose didn't appear the two took off quickly after the disappearing car. They turned the corner just in time to see the parking lot gates shut and the wheelbarrow roll into place. Lily's eyes widened. _Ooh._ "Oh, very good." The Doct said, impressed. "Very good." He and Lily shared gleeful looks, before going off.

They parked the scooter, and headed off to look around for another way inside. The Doctor reached a smaller gate and tried it, only to find it padlocked from the inside. He walked further down, stopping beside a smaller door. He took out his sonic while Lily kept a look out; when it clicked open, he ducked through. He held it open for Lily, and they walked carefully, peering around a corner to see a holding area.

They spied the burly men in suits from before, watching as they locked a padlock over a wire door to one side. The men walked off, and the Doctor and Lily silently exchanged glances before creeping forward. They stood and peered through the door to see a holding cell full of people standing creepily with their hands reaching out through the wire mesh.

The Doctor soniced the lock while Lily kept an eye out, and when it unlocked, the Doctor carefully pulled the lock away. He stepped through, holding the door for Lily to follow and they slowly approached the cell.

The Doctor slowly unlocked the cage as well, Lily holding her breath anxiously. This time, the Doctor stepped through and motioned for her to stay put. He stared intently, before switching on a flashlight, and Lily flinched slightly, unnerved at seeing the faceless once more.

The Doctor walked further in, and Lily gripped the bars on the door when she saw the people clench their fists. They then unclenched them before all turning to the Doctor, moving creepily towards him.

"Doctor!" Lily whisper-shouted worriedly as he was backed against the wall, the figures reaching for him, when suddenly the whole place was lit up as searchlights flooded on.

They both squinted at it in surprise just as a voice from just beside the light said sharply: "Stay where you are. You too, Miss!" Lily could just see the outlines of two men as one shadow nodded at her. _Oops._

* * *

They were led into a derelict building with broken windows and shoved unceremoniously into chairs before a wooden desk. The Doctor looked up with a frown as the man from before, Bishop, leaned on it, staring menacingly down at them as he said sharply. "Start from the beginning. Tell me everything you know."

"Well, for starters," the Doctor began lightly, "I know you can't wrap your hand around your elbow and make your fingers meet." Lily rolled her eyes at him as the Bishop pointed a finger threateningly at him.

"Don't get clever with me." He said sternly. "You were there today at Florizel Street, and now breaking into this establishment. Now you're connected with this. Make no mistake."

"Well, the thing is, Detective Inspector Bishop." The Doctor began and Bishop interrupted: "How do you know my name?" Lily opened her mouth but the Doctor beat her to it. "It's written inside your collar." He informed the man, who blinked and fiddled with the offending piece of his shirt.

"Bless your mum." The Doctor said, before continuing: "But I can't help thinking, Detective Inspector," he added on quickly, "you're not exactly doing much detective inspecting, are you?" He questioned and the DI answered curtly: "I'm doing everything in my power."

"All you're doing is grabbing those faceless people and hiding them as fast as you can." The Doctor shot back. "Don't tell me orders from above, hmm?" He said with raised eyebrows and the DI fidgeted guiltily. "Coronation Day. The eyes of the world are on London Town so any sort of problem just gets swept out of sight."

"The nation has an image to maintain." The DI answered and Lily piped up: "But you disagree." The Doctor nodded as he chimed in: "Doesn't it drive you mad, doing nothing? Don't you want to get out there and investigate?" Bishop glared at the two of them.

"Yes. Of course I do." He said shortly. "But," he sat down dejectedly, "with all the crowds expected, we haven't got the man power. Even if we did, this is beyond anything we've ever seen." He looked down at the candid shots of the faceless people sitting on his desk.

"I just don't know anymore." He admitted, and Lily felt sorry for the poor man. "Twenty years on the force, I don't even know where to start. We haven't the faintest clue what's going on." He told them as the Doctor leaned forward.

"Well, that could change." The Doctor said slowly and Lily grinned. "How?" Bishop asked and Lily answered him: "Because the Doctor's here now." Bishop stared at her incredulously but she just nodded at him encouragingly. The Doctor glanced at her, startled, before he stood and looked down at Bishop. "Start from the beginning." He ordered seriously. "Tell me everything you know."

"We started finding them about a month ago." Bishop began, indicating a map of London behind him. "Persons left sans visage. Heads just blank." The Doctor and Lily approached to peer at it, the Doctor putting on his glasses. "Is there any sort of pattern?" The Doctor asked and Lily pointed. "There." She said and Bishop nodded.

"Yes," he admitted as the Doctor turned to look through the papers on the desk, "spreading out from North London. All over the city. Men, women, kids, grannies. The only real lead is there's been quite a large number in-" "Florizel Street." The Doctor cut in, finishing for him as he read a report. Lily frowned.

"Doctor, earlier…" She began, remembering the strange delivery man, when she was interrupted by the door clicking open and a man saying: "Found another one, sir." Lily's blood ran cold as she stared at what could be seen of the covered person, barely hearing the Bishop as he said: "Oh, er, good man, Crabtree."

Lily silently prayed to God she was wrong as she stared at the pink tulle skirt with the matching pink heels, while Bishop called: "Here we are, Doctor." Lily barely saw the Doctor drop the papers he had been holding, before she closed her eyes and fought back tears.

"Take a good look. See what you can deduce." Bishop commented and Lily opened her eyes again as she heard the blanket being pulled away, and she gave a sob. "Rose." She whispered as the Doctor did the same, both staring at the now faceless girl.

"You know her?" Bishop asked, surprised as he glanced back to see Lily's distraught face. The Doctor stepped closer to Rose, asking in shock: "Know her? She-" he broke off, finally stopping right in front of the blonde girl. Lily came up behind him, staring at her cousin. "Will she be alright? Doctor?" She whispered, desperately.

"They found her in the street, apparently," Crabtree was saying but Lily barely heard him, reaching out to touch Rose's hair, stifling sobs, "over by _-Square, abandoned."

The Doctor's face contorted in fury as Bishop murmured: "That's unusual. That's the first one out in the open. Heaven help us if something happens in public tomorrow for the big day. We'll have Torchwood on our backs then, make no mistake-" "They did what?" The Doctor questioned suddenly, darkly.

Lily barely heard anything as she continued to stare at her cousin's empty face. "I'm sorry?" Bishop asked confused, and the Doctor elaborated with barely repressed anger: "They left her where?" "Just… in the street." Bishop replied, still confused, and Lily closed her eyes in pain.

"In the street." The Doctor repeated flatly. "They left her in the street. They took her face," his voice wavered with suppressed anger, "and just chucked her out and left her in the street." He took a deep breath. "And as a result, that makes things simple."

Lily glanced at the Doctor in alarm, recognizing that agonizingly calm tone. "Very, very simple." He murmured, not noticing Lily. "Do you know why?" He asked, taking off his glasses as he addressed Bishop.

"No." The man answered confused. Lily flinched as the Doctor spat furiously: "Because now, Detective Inspector Bishop, there is no power on this Earth that can stop me." He stopped to glance back at Rose before walking out the door.

"Come on!" He yelled. Lily followed quietly, glancing at Rose as well. Her heart tugged and she hoped they'd be able to save her cousin. They stepped through the gates onto the street and Bishop murmured as the sun rose: "The big day dawns."

The Doctor just silently led them away. Lily followed quickly. "Where're we going?" She asked quietly and the Doctor snapped: "To see the man who left Rose in the street. I'm going to put an end to this."

He stopped outside the Connolly house and rang the doorbell, tapping his foot impatiently, his face set in a furious scowl. The door opened, and Tommy peered out. "Tommy, talk to me." The Doctor bit out, and the boy immediately stepped out, closing the door behind him. "I need to know exactly what happened inside your house." But before the boy could help, the door opened again and Mr. Connolly stepped out.

"What the blazes do you think you're doing?" He snapped at his son, and Tommy replied urgently: "I want to help, dad." "Mr. Connolly." The Doctor said angrily, and the man turned to him. "Shut your face, you, whoever you are." He snapped at the Doctor. "We can handle this ourselves."

Lily's eyes narrowed, her anger stirring. Mr. Connolly turned back to his son. "Listen, you little twerp. You're hardly out of the blooming' cradle, so I don't expect you to understand. But I've got a position to maintain. People round here respect me. It matters what people think." Lily glared at him.

"So you sold out your neighbors?" She asked furiously. He glared at her, but Tommy chimed in as realization crossed his face: "Is that why you did it, dad?" His voice began to shake as he stared in agony at his father: "You ratted on Gran. How else would the police know where to look, unless some coward told them."

Mr. Connolly stared at his son. "How dare you!" He said angrily. "Do you think I fought a war just so a mouthy little scum like you could call me a coward?" "You don't get it, do you?" Tommy asked, his voice shaking.

"You fought against fascism, remember? People telling you how to live, who you could be friends with, who you could fall in love with, who could live and who had to die. Don't you get it?" He asked again, standing his ground against his father at last.

"You were fighting so that little twerps like me could do what we want, say what we want. Now you've become just like them." He accused. "You've been informing on everyone, haven't you? Even Gran. All to protect your precious reputation."

"Eddie," Mrs. Connolly suddenly appeared at the door, "is that true?" She asked her husband in horror. "I did it for us, Rita." Mr. Connolly said defensively. "She was filthy." He spat and Lily scowled at him.

"A filthy, disgusting thing!" He shouted as Tommy's eye twitched and Mrs. Connolly looked at him in shock. "She's my mother." She replied, dismayed and disappointed. "All the others you informed on, all the people in our street, our friends."

They watched as Mr. Connolly's lips quivered. "I had to." He protested feebly. "I, I did the right thing." He said defiantly and his wife looked at him with new eyes. "The right thing for us or for you, Eddie?" She asked him in disappointment.

She turned to her son. "You go, Tommy." She said firmly. "Go with the Doctor, with Lily and do some good. Get away from this house, it's poison." She glanced at her husband as she cried in sorrow. "We had a ruddy monster under this roof, all right, but it weren't my mother!

Lily bowed her head as the heartbroken woman slammed the door in her husband's face. "Rita!" The man desperately cried after his wife, but they all ignored him, the Doctor's attention focused solely on the son.

"Tommy?" The Doctor asked, reaching out a hand to the boy. Tommy looked back at his father still standing against the door, before he made his decision. He walked past the Doctor who herded him to be beside him as the group took off down the street.


	22. 8-3 Fury

"Tommy, tell me about that night." The Doctor said urgently as they walked past people setting large tables, getting the neighborhood ready to celebrate. "The night she changed." "She was just watching the telly." Tommy said, and the Doctor and Lily both looked up at the roofs again.

"Rose said it." The Doctor murmured. "She guessed it straight away. Of course she did. All these aerials in one little street. How come?" He suddenly focused on Lily. "You said it, or started to. That man from before."

Lily nodded and Tommy said: "Bloke up the road, Mr. Magpie, he's selling them cheap." "Basically giving them away." Lily added and Bishop asked as he understood what Lily was hinting: "Is he, now?"

The Doctor ran for the shop. "Come on!" He yelled at them, Lily right behind him. He reached the door, and finding it locked he smashed the window. "Here, you can't do that." Bishop protested as the Doctor reached through and unlocked the door. "What was wrong with using the sonic?" Lily cried, and the Doctor shrugged before barging in.

"Shop!" He shouted, striding forward and ringing the little bell impatiently. "If you're here, come out and talk to me! Magpie!" The Doctor yelled angrily as they all looked around the empty store. Lily looked with interest at all the TV sets stacked about the room. "Maybe he's out." Tommy suggested. "Looks like it." The Doctor agreed through his teeth, strolling around the front desk to search through the drawers. He paused, pulling out a portable television.

"Oh, hello." He said, holding up to examine it. "This isn't right. This is very much not right." He licked it and Lily wrinkled her nose in disgust- she would never get used to that- while Bishop and Tommy stared at him funnily. "Tastes like iron. Bakelite." He placed the portable on the desk, leaning on the desk as he continued, frowning in thought. "Put together with human hands, yes, but the design itself." He pulled out his sonic and pointed it at the portable. "Oh, beautiful work. That is so simple."

"That's incredible." Bishop said in shock. "It's like a television, but portable. A portable television." He said, looking up at the Doctor, but the Doctor was staring at his sonic. He lifted it up, pointing it around the room, and Lily's attention was caught again by the TV sets as they whizzed, going fuzzy. "It's not the only power source in this room."

"Doctor." Lily said, gesturing at the TVs. They all looked as each cleared, showing different faces, each of them mouthing the same two words: 'Help me'. They all stared, stepping forward to examine each one in a mix of shock and horror. "Gran?" Tommy whispered, stopping before one set, but Lily called softly: "Doctor?"

He turned to her to see she'd stopped in front of a set, staring down… at Rose's face. She was watching as Rose mouthed something different from the rest, just one word, over and over: 'Doctor'. The Doctor walked forward slowly before bending down to his kness, leaning forward to touch the screen gently. "I'm on my way." He whispered.

Lily's head whipped around as the curtains leading to the backroom were pushed aside and Magpie stumbled into the room. "What do you think you're doing?" He demanded, looking slightly panicked. The Doctor looked up then, and approached the little man, his face furious. "I want my friend restored," he yelled furiously as he got right in Magpie's face, "and I think that's beyond a little backstreet electrician, so tell me, who's really in charge here?"

A TV lit up, and Lily saw a pretty woman sitting on the screen. "Yoo hoo!" It called. "I think that must be me. Ooh, this one's smart as paint." She said, sounding amused and a little impressed. Bishop asked confused: "Is she talking to us?" "I'm sorry, gentlemen," Magpie said, sounding afraid, "and Miss, but I'm afraid you've brought this on yourselves. May I introduce you to my new friend."

"More like master." Lily snapped as the lady said happily: "Jolly nice to meet you." Bishop stared at it. "Oh my God, it's her, that woman off the telly." He said, recognizing the face. Lily shook her head as the Doctor explained darkly: "No, it's just using her image." That made Tommy look up, and he asked the Doctor: "What?"

He turned to the TV again, asking the woman skeptically: "What are you?" "I'm the Wire," she replied with a smile, "and I will gobble you up, pretty boy." Tommy flinched as she continued in her light voice. "Every last morsel. And when I have feasted," suddenly the woman gained color and Bishop's eyes went huge. "I shall regain the corporeal body, which my fellow kind denied me." She turned her face away, sounding petulant.

"Good Lord. Colour television!" Bishop said amazed and afraid. "So your own people tried to stop you?" The Doctor asked darkly. She turned back to them. "They executed me." She said simply. "But I escaped in this form and fled across the stars." Lily had to point out: "You didn't become free though."

The Doctor agreed: "And now you're trapped in the television." He mocked her, and the screen turned to black and white once more while the woman sneered. "Not for much longer." She said.

"Doctor," Tommy whispered, "is this what got my Gran?" Lily glanced at the boy sympathetically as the Doctor nodded. "Yes, Tommy." He said in a low voice. "It feeds off the electrical activity of the brain, but it gorges itself like a great overfed pig, taking people's faces, their essences. It stuffs itself."

Bishop turned to Magpie. "And you let her do it, Magpie." He accused and Magpie trembled. "I had to." He said defensively. "She allowed me my face. She's promised to release me at the time of manifestation." "And you believed her?" Lily asked incredulously as Tommy asked: "What does that mean?"

"The appointed time." The Wire announced. "My crowning glory." She leveled a pointed look and Bishop's face paled. "Doctor, the coronation!" He cried in horror. "For the first time in history," the Doctor bit out, "millions gathered around a television set." His expression changed as he realized somethimg. "But you're not strong enough yet, are you?" He mocked and Lily's eyes narrowed at the Wire, her mind racing.

"You can't do it all from here." The Doctor stooped to the Wire's eye level as she pursed her lips in annoyance. "That's why you need this." He lifted the portable. "You need something more powerful! This will turn a big transmitter into a big receiver." "But you'd need somewhere to boost a signal." Lily said slowly.

"What a clever thing you are!" The Wire said mockingly. "But why fret about it? Why not just relax? Kick off your shoes and enjoy the Coronation. Believe me," she smiled, "you'll be glued to the screen." As soon as she'd finished, electric energy beamed out at them, pulling at their faces. Lily felt as though there was a plunger on her face, pulling it off.

"Doctor!" Bishop cried desperately. "Hold on." The Doctor mumbled as the Wire shouted: "Hungry! Hungry! The Wire is hungry!" Their yells of pain was swallowed by the energy. "Ah, this one is tasty. Oh, I'll have lashings of him! Delicious!" It cried triumphantly. "Doctor!" Lily called desperately and in pain. He fingered his sonic screwdriver, beginning to aim it.

"Ah!" The Wire gasped. "Armed. He's armed and clever. Withdraw! Withdraw!" The energy released them, and they all collapsed to the ground. Lily's mind faded, and all she saw was black as she lost all consciousness…

* * *

Doctor P.O.V.

The Doctor awoke, abruptly. He spotted Bishop's hands flexing and looked at his face, confirming his fears. He glanced over at Lily, and his heart sank. Her face was also gone. His fury boiled over, and he shook the only one who'd made it through the energy feeding with him.

"Tommy, wake up. Tommy, come on!" The boy finally opened his eyes. "What happened?" He asked dazedly, glancing down and shrinking back in horror. "Oh my God, Lily!" He cried. "Where's Magpie?" The Doctor asked darkly, before tearing out the shop.

He stopped outside, looking around as Tommy joined him. "We don't even know where to start looking. It's too late." Tommy cried dejected, but the Doctor cut in: "It's never too late, as a wise person once said. Kylie, I think. The Wire's got big plans. It'll need. Yes, yes, yes, it's got to harvest half the population. Millions and millions of people, and where are we?" He asked abruptly.

"Muswell Hill." Tommy answered. "Muswell Hill." The Doctor muttered, pacing as he thought. "Muswell Hill!" He cried as he realized. "Lily said it! Muswell Hill, which means," he pointed into the distance, "Alexandra Palace, biggest TV transmitter in North London. Oh, that's why it chose this place. Tommy?" He yelled as he ran back towards the shop. "What are you going to do?" Tommy asked, confused and the Doctor replied, "We're going shopping" before disappearing back into the shop.

* * *

The Doctor finished collecting all the parts he needed with Tommy's help, and they ran out the back door. "Got it. Let's go." The Doctor declared and they sprinted off towards Alexandra Palace, the Doctor desperately assembling his contraption as they ran. They finally reached the bottom of the tower, and Tommy pointed up as he handed the Doctor his finished box.

"There!" Tommy cried, and the Doctor also looked up to see Magpie climbing the transmitter. "Come on!" He called running towards the transmitter mast, when a guard called out to him, stepping forward and trying to stop him "Wait, wait, wait! Where do you think-"

The Doctor flashed his psychic paper as he ran past. "Oh! I'm very sorry, sir." The guard said, immediately stepping back. "Shouldn't you be at the Coronation?" He asked confused as the Doctor dashed on without pause, and the Doctor yelled back over his shoulder: "They're saving me a seat."

"Who did he think you were?" Tommy asked, slightly amused as they ran for the stairs. The Doctor peered down at the psychic paper. "King of Belgium, apparently." He replied and Tommy grinned. They ran into the control room inside the satellite tower. The Doctor quickly set up his contraption, switching it on.

"Keep this switched on." He ordered urgently as he grabbed a coil of copper wire. "Don't let anyone stop you, Tommy. Everything depends on it. You understand?" Tommy nodded, and the Doctor ran off, leading the copper wire behind him as he ran up the emergency stairs and to the mast.

"You'll get yourself killed up there! Your Majesty!" The guard called after him. _Lily would've appreciated that joke._ The Doctor thought sadly, before shaking himself. He had to hurry and stop Magpie if he was going to get Lily, and Rose, back.

* * *

The Doctor clambered up, reaching the top the transmitter mast as it began to pulse red energy. "Oh. Feast. Feasting The Wire is feasting." The Wire cried and Magpie turned to look down at the Doctor. "It's too late! It's too late for all of us!" He cried at the Doctor as the Wire called out: "I shall consume you, Doctor." Magpie winced, crying against the tower.

"I won't let you do this, Magpie!" The Doctor shouted, and Magpie groaned. "Help me, Doctor." He cried. "It burns. It took my face, my soul." "You cannot stop the Wire. Soon I shall become manifest." The Wire declared and Magpie shouted at it in a mix of agony and anger: "No more of this. You promised me peace!"

"And peace you shall have." The Wire replied ominously. Suddenly Magpie cried out in agony, before disappearing, breaking up into his very atoms. The Doctor frowned, before calling up: "Been burning the candle at both ends? You've overextended yourself, Missis. You shouldn't have had a crack at poor old Magpie there."

The Doctor pulled at the portable television plugged into the satellite. "Rubber soles, swear by them!" He called, before plugging in his own cable. Nothing happened. "Oh dear. Has our little plan gone horribly wrong, Doctor?" The Doctor realized that the old valves must've popped with the over surge of energy back in the control room, and his mind raced as he tried to think of something else quickly.

Suddenly, the red pulsing energy disappeared. "No!" The Wire screamed and the Doctor grinned- Tommy must've done it. _Good boy, Tommy._ "It's close down, I'm afraid," he looked directly at the Wire, "and no epilogue." He said darkly.

* * *

"What have I missed?" The Doctor asked, strolling into the control room. Tommy looked up: "Doctor! What happened?" He asked, and the Doctor smiled. "Sorted. Electrical creature, TV technology, clever alien life form. That's me by the way." He paused to let Lily mutter sarcastically before he realized she wasn't there…yet.

"I turned the receiver back into a transmitter and I trapped the Wire in here." He finished, as his machine popped open on the consoles, revealing a VCR. The Doctor pulled it out, saying bemusedly: "I just invented the home video thirty years early. Betamax. Oh, look. God save the Queen, eh?" He indicated the TV screen where Elizabeth the Second waved from the balcony of Buckingham Palace.

* * *

Tommy went back to the holding yard under the Doctor's instructions while the Doctor headed off back to Magpie's. He grinned when he saw the door opening and Lily running out into the street. She looked around, before spotting the Doctor at the end of the street. She beamed, racing towards him and he opened his arms wide to catch her in a tight embrace.

'You did it! You did it!" Lily laughed excitedly. "I did do it." He agreed, and Lily smiled up at him. "Cut it a bit close," she teased, "I might've died." "Nah, you're too stubborn to die." The Doctor disagreed.

"Besides," he grinned at her, "there're so many better things you could be doing than dying." She grinned back before another thought occurred to her. "And Rose?" She asked suddenly. "She's okay?"

The Doctor nodded. "Should be." He answered. Lily frowned. "'Should'?" She asked, puzzled. "You didn't check?" The Doctor paused, his mouth open, but as he tried to find the words a voice called out: "Lily! Doctor! They're all okay, look, my gran's okay!" They turned to see Tommy running, pointing behind him at his gran and…

"Rose!" Lily yelled happily and the blonde girl grinned back, although she was looking at them a little oddly. Lily broke away from the Doctor, charging at her cousin and hugging her tightly. The Doctor followed leisurely, and he saw Rose glance at him as she hugged her cousin just as tightly.

He watched them as he thought back to Lily's question and the answer he couldn't say. _I wanted to make sure you were safe first._

* * *

Lily P.O.V.

The neighborhood party was in full swing. "We could go down the Mall, join in with the crowds." Rose suggested lightly as they stood there, watching as families laughed, glad to be reunited with their loved ones. "Nah, that's just pomp and circumstance." The Doctor said, before indicating the party before them. "This is history right here."

"The domestic approach." Lily teased, and the Doctor nodded. "Exactly." He laughed back as Rose asked curiously: "Will it, that thing, is it trapped for good on video?" She indicated the VCR still in the Doctor's hand. "Hope so." The Doctor replied, tossing it up before catching it. "Just to be on the safe side though, I'll use my unrivalled knowledge of transtemporal extirpation methods to neutralise the residual electronic pattern."

Lily laughed at him while Rose looked confused. "You what?" She asked, and Lily answered, amused: "He's going to tape over it." "Oh," Rose said and held her hand out. "Just leave it to me. I'm always doing that." She said and Lily laughed again, nodding her head in agreement. "She really does." She told the Doctor as Tommy came up.

"Tell you what, Tommy," the Doctor greeted him, "you can have the scooter. Little present. Best, er," he looked Tommy up and down, "keep it in the garage for a few years though, eh?" Tommy smiled and nodded. Their attention was called to Tommy's front door as Mr. Connolly left in an overcoat and hat, carrying a suitcase.

"Good riddance." Tommy muttered bitterly, and Lily saw Mrs. Connolly and Tommy's gran hug in the open doorway as Mr. Connolly walked off down the street, away from the party. "Is that it, then, Tommy?" The Doctor asked. "New monarch, new age, new world. No room for a man like Eddie Connelly."

"That's right." Tommy said in a quivering voice. "He deserves it." Lily smiled, and took his hand gently. "Tommy," she said and he looked at her, "go after him." She encouraged. Tommy looked away. "What for?" He asked, trying to sound like he didn't care. "He's your dad." Rose chimed in quietly.

"He's an idiot." Tommy replied, and the girls nodded. "Yes, he is." Lily agreed and Rose added: "Of course he is. Like I said, he's your dad. But you're clever." She looked at him, and Lily nodded when Tommy glanced at her.

"Clever enough to save the world, so don't stop there. Go on." Rose encouraged. Lily squeezed his hand and let go. Tommy glanced back at them, before running after is father, silently taking the suitcase from him.

They watched as Mr. Connolly looked startled, before turning away silently and ashamedly, allowing his son to carry his suitcase as they walked away in silence. It wasn't resolved, not really, it was the first step to reconciliation. The Doctor handed the girls a glass of orange juice each, and they all toasted as they watched the father and son walk side by side.


	23. 9-1 The Impossible Planet

**"** I don't know what's wrong though." The Doctor mused as he stepped out the Tardis. "She's sort of queasy." Rose stepped out as well, staring around. "Indigestion." The Doctor continued as Lily came out last. She blinked, looking around the tight spot the Tardis had barely managed to land in. "Like she didn't want to land. Rose lifted an eyebrow.

"Oh, if you think there's going to be trouble, we could always get back inside and go somewhere else." She said with a straight face, barely maintaining it for two more seconds before the three of them burst out laughing. "I think," the Doctor announced as he looked around, "we've landed inside a cupboard."

"No, really?" Lily chortled and they all laughed again. "Here we go." The Doctor said finally, leading them away. They stepped through a door, and an automated voice said over the noise of machinery: "Open door 15." Lily and Rose stared around, Rose apprehensively and Lily curiously. It looked like they were in a side tunnel, a passage of sorts in…

"Some sort of base." The Doctor said as he walked over to the other door. "Moon base, sea base, space base. They build these things out of kits." "Close door 15." The computer said as Rose murmured, glancing about: "Glad we're indoors. Sounds like a storm out there." Lily also stared around the passage, listening to the clashing outside.

The Doctor heaved open the door, and the computer stated: "Open door 16." They stepped out into a larger, main passage, where the Doctor looked about with great interest. "Human design." He declared as the three of them strolled down the hallway together. "You've got a thing about kits. This place was put together like a flat pack wardrobe, only bigger. And easier." He mused. They reached another door with the number '17' marked on it.

"Open door 17." The computer said as the Doctor pushed it open, and Lily followed him to see that they were now in a circular room with tables and chairs. **"** Oh, it's a sanctuary base." The Doctor cried, looking around with interest.

Lily also peered around as Rose closed the door, which was followed by the automated voice telling them door 17 was closed. There was a large numeral '3' on the wall beside the door, but Lily's attention was grabbed by a message on the other wall. "Doctor…" Lily said slowly.

"Deep Space exploration." The Doctor continued oblivious. "We've gone way out. And listen to that," the Doctor paused by them, and Lily heard a whirring below their feet, "underneath. Someone's drilling." He said as he turned away. Lily nudged Rose, indicating the wall she'd been staring at. Rose looked.

"'Welcome to hell'." She said, and the Doctor scoffed. "Oh, it's not that bad." He said, and Lily and Rose laughed. "No," Rose snorted, "over there. Lily saw it." She pointed, and the Doctor turned to see the message written in large block letters in what looked like black spray paint. Underneath the words were strange symbols, indicating an alien language.

What had caught Lily's attention was the fact that the alien language hadn't been translated in her head. "It's still in alien script." She murmured, tipping her head to one side. Rose was still laughing, but the Doctor frowned as well.

"Hold on, you're right. What does that say, I wonder?" He asked, going closer and leaning right up against the symbols. "That's weird, it won't translate." "And going right up close to it was supposed to help you understand that?" Lily wondered, and the Doctor mock-glared at her. "Beats tilting my head to see if that would do any good." He teased, and Lily grinned, before they became somber again as they stared at the writing.

"But I thought the Tardis translated everything, writing as well." Rose said, confused. "We should see English." She added in a puzzled voice, squatting down next to the Doctor while Lily peered at the other side. "Exactly." The Doctor murmured. "So if it's not translating…" Lily said slowly, putting it together.

"If that's not working, then it means this writing is old." The Doctor said, confirming Lily's suspicion. "Very old. Impossibly old." He stood up. "We should find out who's in charge." He announced, moving towards another bulkhead door and spinning the circular handle to unlock it.

"If we've run into something so old the Tardis can't read it," Lily said as he twirled the door handle, "doesn't that mean not good?" "Very not good." The Doctor agreed, looking at them. "We've gone beyond the reach of the Tardis' knowledge. Not a good move. And if someone's lucky enough-" He turned back to face out as he opened the door before he yelped in surprise.

Lily's sight was blocked by his shoulder, (curse him for being so tall) so she couldn't see what had shocked him. "Open door 19." The computer seemed to taunt them as Lily peered over the Doctor's shoulder and gasped. Aliens with white-ish, bald heads and beady red eyes stood staring at them.

What freaked Lily out the most were the red tentacles that protruded from their faces instead of a nose and mouth. To finish it off, they each had thin white tubes going up, beneath the tentacles, and they were holding strange little white, soft-glowing globes in their right hands.

"Oh!" The Doctor said, surprised and he smiled. "Right. Hello. Sorry. I was just saying," he looked around, pretending to be curious and Rose and Lily attempted to smile at the creatures, "er, nice base." The Doctor said lightly, trying to make conversation while he thought of a way out of the situation.

The creature at the forefront lifted his globe, and it glowed brightly to translate its words. "We must feed." Lily's face paled, and the Doctor blinked. "You've got to what?" He asked with a frown, confused. "We must feed." The thing said again as it stepped closer. "I think they mean us." Rose said panicky. "You think?" Lily cried, also feeling panicked as the creatures kept coming forward. The three of them backed away into the room but the creatures followed.

"We must feed. We must feed. We must feed. We must feed." Rose grabbed the Doctor's hand and turned to run away, but the creatures were coming in from every door. "We must feed. We must feed." The creepy voices kept chanting as the Doctor pulled Lily closer to them. He then reach into his jacket, pulling out his sonic. Rose and Lily each grabbed a chair, lifting it so that the legs stood out like prongs.

"We must feed. We must feed." The voices chanted as the creatures came closer, and the Doctor lifted his sonic. "Like chairs are going to work, there're too many." He snapped at them when he saw what they were holding. "Better than nothing." Rose replied at the same time Lily retorted: "Says the man pointing a screwdriver." "We must feed. We must feed."

"It's sonic!" The Doctor countered as the creatures came closer and closer. Lily gulped, and the Doctor swallowed while Rose's grip on her chair tightened. "We must feed. We must feed. We must feed. We must feed." The creatures closed in, and Lily braced herself.

"We must feed." The leader said again. Suddenly he shook his globe, tapping it. He then lifted his gaze back at them. "You," he addressed them in a calm voice, "if you are hungry." The Doctor's threatening face melted, and Lily and Rose both stared in shock, lowering their chairs fractionally.

"Sorry?" The Doctor asked, blinking in confusion as he lowered his sonic. The leader of the new aliens' globe clicked and glowed as he spoke again. "We apologize. Electromagnetics have interfered with speech systems." It explained and Rose and Lily both placed the chairs down carefully. "Would you like some refreshment?" It asked, and the Doctor gaped in surprise.

"Er…" He said, just as the computer announced: "Open door 18." The doors opened to reveal an older man, human from his appearance, followed by a younger man and a younger woman, each of whom were armed. "What the hell?" The man asked as he stared at them. The Doctor just looked confused while Rose and Lily exchanged glances.

"How did?" The man seemed shocked, before he shook himself and walked over. The creatures stood aside, making way for the newcomers to come past. The man stopped in front of the Doctor, staring at him intently. He then buzzed on his wrist-comm.

"Captain," he said as he stared at the Doctor, "you're not going to believe this. We've got people. Out of nowhere. I mean, real people." The Doctor reached up to rub the back of his neck awkwardly, as the man stared at them in awe. "I mean three living people, just standing here right in front of me."

"Don't be stupid," came the response, "that's impossible." The old man clicked back on his comm, his eyes never straying from the Doctor's: "I suggest telling them that." Rose finally interrupted, unable to just stay silent: "But you're a sort of space base." She said confusedly. "You must have visitors now and then. It can't be that impossible." Lily nodded as Rose finished, wondering what was going on here.

The man looked at them disbelievingly. "You're telling me you don't know where you are?" He asked incredulously and the Doctor replied with a straight face. "No idea." He broke into a grin. "More fun that way."

"Stand by, everyone." A woman's voice came over the intercom system. "Buckle down. We have incoming." The man immediately ran for a door, the Doctor's smile sliding off as he watched him go. The man began to twirl the handles as the voice continued: "And it's a big one. Quake point five on its way." The woman's voice finished and the man wrenched open the door.

"Through here, now." He ordered them. "Quickly, come on! Move!" The Doctor grabbed Lily's hand, pushing Rose ahead. The man urged them past, so Rose took the lead, Lily behind her and the Doctor behind _her_ , as they stepped out into a passage.

Alarms blared and pipes burst, smoke billowing out as the whole place began to shake. Rose fell to one side, Lily the other, and the Doctor caught Lily, stabilizing her and holding her tightly around the waist as the man shouted: "Move it! Come on!"

They moved a little forward when sparks flew from above, and Rose yelped. The Doctor covered Lily with his body as he reached out, tugging Rose down to cover as well. "Keep moving." The man shouted. "Come on! Quickly! Move it!" The Doctor pushed Rose gently forward, keeping a firm arm around Lily's waist as they ran down the passage.

* * *

They stumbled into a control room, where things were slightly calmer. The man ran in first, then Rose, then Lily and the Doctor, who finally let Lily go. She noted the sudden absence of warmth, and it was only then that she realized the Doctor had been holding her the whole time. The thought made her face heat up, but she shook herself. This wasn't the time.

She looked up to see room full of people working at different panels. One pair in particular looked up, and then stared at them in shock. The Doctor noticed, and he grinned at them, before joining Rose and Lily in looking around the rest of the room.

 **"** Oh, my God." One of them, a dark-skinned man, muttered, and Lily looked at him. She recognized his voice as the one that had spoken over the wrist-comm earlier. "You meant it." The older man was just shutting the door behind them when a young, curly haired woman , who looked about Lily and Rose's ages, said excitedly: "People! Look at that, real people!"

"That's us." The Doctor replied. "Hooray!" He said, somewhat mockingly. Lily just nodded while Rose said: "Yeah, definitely real. My name's Rose." The group were still just staring open-mouthed at them. "Rose Tyler. This is my cousin, Lily Tyler." Lily gave them all a shy smile, a little unnerved by all the staring. "And, and this is the Doctor." Rose stuttered a little, clearly also freaked out, and he smiled at them all in greeting.

"Come on," another man cried, standing up from his seat, "the oxygen must be offline. We're hallucinating." He said as he stood before them, examining each of them and Lily backed up behind the Doctor, freaked out. "They can't be. No, they're real." The dark-skinned man from before rolled his eyes at that.

"Come on," he shouted, "we're in the middle of an alert! Danny, strap up." He ordered the man who had still been examining them, and Danny went back to his seat. "The quake's coming in! Impact in thirty seconds! Sorry you three." He added, looking at the trio.

"Hold on to what?" Rose asked, confused. "Anything." The man bit out. "I don't care. Just hold on." He glanced at one of the creatures. "Ood, are we fixed?" He demanded of it, while the Doctor grabbed a railing, pulling Lily in between his arms, trapping her safely between his body and the railing. Rose grabbed the railings on the other side while Lily stared at the Doctor questioningly. "You're younger." He explained in answer to her look and she nodded, shaking off the slight disappointment.

"Your kindness in this emergency is much appreciated." The Ood said to the man, bringing her back to the situation. "What's this planet called, anyway?" The Doctor asked, looking around at the Ood. "Now, don't be stupid." A woman answered, rolling her eyes. "It hasn't got a name. How could it have a name?"

The Doctor simply raised an eyebrow at her. "You really don't know, do you?" She asked, surprised. "And impact!" The dark-haired man yelled. The whole place shook violently, and Lily was thrust against the railing. She heard Rose yelp, and assumed Rose was having the same difficulties. Thankfully for her, the Doctor's body shielded her, and she was mostly stable as the room became calm again. She lifted her head as the Doctor did the same, commenting: "Oh, well, that wasn't so ba-"

He was cut off when his head was flung back, hitting Rose's hard and causing both to yell in pain, as the room shook once more, worse than before. A console burst into flames as they all held on tight. Rose and the Doctor rolled their aching heads away, as Lily screamed at him: "You had to say-!" she was cut off by more violent rocking, and she grit her teeth so that she didn't accidentally end up biting her tongue off.

Sparks showered as lights got blown out, and everyone yelped and grunted as the rocking intensified. The Doctor rolled his throbbing head forward, pressing it down against Lily's shoulder. He moved his arms, tightening his grip on the rail while holding the girl in place as best as he could through the violent rocking, while she gripped the railing so tightly her knuckles turned white.

A few agonizing minutes later, the shaking finally settled down again, this time for good. "Okay, that's it." The dark-skinned man announced. "Everyone all right?" The older man from earlier ran forward to spray a fire extinguisher at the flames while the Doctor groaned, letting go of Lily.

"Speak to me," the man ordered, while Lily knelt to check the Doctor's head. "Ida." The man ordered finally, and the woman who'd last spoken with the Doctor answered: "Yeah, yeah!"  
"Danny?" The man continued.  
"Fine." The man answered as he moved to check parts of the room.  
"Toby?"  
"Yeah, fine." A blond man answered as he checked screens.  
"Scooti?"  
"No damage." The curly-haired woman from before answered as she pressed buttons.  
"Jefferson?"  
"Check!" The older man yelled.

"We're fine, thanks," the Doctor interjected, "fine. Yeah, don't worry about us." Lily, deeming him okay, moved to check Rose's head as the blonde clutched it in pain. "I always said you had a hard head." Lily joked and Rose groaned: "Don't start. I feel like it's been smashed. The Doctor's head is stronger than any rock." "Oi!" He cried, offended.

"The surface caved in." The dark-skinned leader was saying, ignoring them. He pulled up a plan of the base, which showed the affected section in red as an alarm beeped. "I deflected it onto storage five through eight. We've lost them completely." He sighed a little before he continued. "Toby, go and check the rocket link."

Toby gave him a sullen look. "That's not my department." He muttered, and the leader sighed: "Just do as I say, yeah?" The man gave him a look, before leaving sullenly, while the woman called Ida reported: "Oxygen holding. Internal gravity fifty six point six."

Lily and Rose looked up at the ceiling again as it creaked against some serious wind. "We should be okay." The light-haired brunette finished. "Never mind the earthquake, that's, that's one hell of a storm." Rose murmured, her eyes wide. "What is that, a hurricane?" She asked the room, while the Doctor and Lily also frowned.

"You'd need an atmosphere for a hurricane." The woman called Scooti answered, shaking her head. "There's no air out there. It's a complete vacuum." She told them while Ida looked at them oddly. "Then what's shaking the roof?" Rose asked and Scooti avoided her eyes while Ida looked at them and commented: "You're not joking. You really don't know."

"Well, introductions." Ida walked over to them, holding out her hand as she said: "FYI, as they said in the olden days. I'm Ida Scott, science officer. Zachary Cross Flane," she indicated the dark-skinned leader, "acting Captain, sir. You've met Mr. Jefferson," she pointed the older man out, "he's Head of Security. Danny Bartock," she re-introduced them to the man, "Ethics committee." Lily grinned at that, and Danny winked at her.

"Not as boring as it sounds." He told them, and the Doctor and Rose smiled back at him, albeit slightly forced, especially the Doctor's. Ida finished off: "And that man who just left, that was Toby Zed, Archaeology, and this," she said going back to the main console next to Scooti, "is Scooti Manista, Trainee maintenance." She slapped the girl's back lightly before going over to a wall.

"And this? This is home." She said a little darkly as she pulled a lever down. "Brace yourselves." Zach warned them, and Lily looked at him questioningly. "The sight of it sends some people mad." The Doctor raised his eyebrows at that as the shutters on the ceiling pulled back.

The three were basked in a red light, and the Doctor stood up to stare into the sky. Lily and Rose followed slowly, staring at a giant white hot disc with a black center, black bits falling into the middle as the disc burnt an angry red. "Oh, my God." Lily whispered as they stood in shock.

"That's a black hole." Rose said in a shaky voice, pointing at it and looking at the Doctor. "But that's impossible." The Doctor murmured back, his eyes wide as he stared at the hole in space. "I did warn you." Zach commented, but the Doctor ignored him. "We're standing under a black hole." He said in complete disbelief.

"In orbit." Ida added, and the Doctor murmured, "But we can't be" as he continued to stare up. "You can see for yourself. We're in orbit." Ida answered, and Lily's eyes widened as she saw the hole enlarge slightly. The Doctor turned to look at Ida.

"But we can't be." He protested, and Lily also turned to face the woman, frowning. She hadn't been sure if with advanced technology it was possible, but the Doctor had confirmed that it was impossible for them to be beneath a black hole, and especially not in orbit.

"This lump of rock is suspended in perpetual geostationary orbit," Ida insisted, "around that black hole without falling in. Discuss." She ended, somewhat sarcastically. Rose turned to look at the woman before turning back to her companions. "And that's bad, yeah?" She asked, noting the look on Lily's face and the Doctor's blatant disbelief.

Lily nodded mutely while the Doctor murmured: "Bad doesn't cover it. A black hole's a dead star." He explained. "It collapses in on itself, in and in and in until the matter's so dense and tight it starts to pull everything else in too. Nothing in the universe can escape it." He informed her, his voice low. "Light, gravity, time. Everything just gets pulled inside and crushed.

"So, they can't be in orbit." Rose realized, and Lily nodded. "We should be pulled right in." Rose continued and Lily sighed, shaking her head. "We should be dead." The Doctor said bluntly. "And yet," Ida interjected, "here we are, beyond the laws of physics. Welcome on board."

"But if there's no atmosphere out there, what's that?" Rose asked suddenly, pointing to gas clouds. "The stars." Lily told her as Ida explained: "Stars breaking up. Gas clouds. We have whole solar systems being ripped apart above our heads, before falling into that thing." Ida said, her face despairing.

"So, a bit worse than a storm, then." Rose said sarcastically, and Lily snorted. "Just a bit." Ida murmured and Rose muttered: "Just a bit, yeah." She looked up as though to curse the heavens, when another shake rumbled through, the Doctor catching onto Rose's shaking hand as she and Lily gripped the console apprehensively.


	24. 9-2 Stranded

"Close door 1." The computer said as Toby walked in, muttering: "The rocket link's fine." Eveyone was gathered around the console where Zach was pulling up a hologram of the black hole in the center of the console.

"That's the black hole," he said while the Doctor pulled out his glasses, leaning in for a better look, "officially designated K three seven Gen five." Ida then chimed in: "In the scriptures of the Falltino, this planet is called Kroptor, the 'bitter pill'." She explained. "And the black hole is supposed to be a mighty demon. It was tricked into devouring the planet, only to spit it out, because it was poison."

"The bitter pill. I like that." Rose said, turning to the Doctor with a smile but he and Lily were frowning. "We're so far out. Lost in the drifts of the universe. How did you even get here?" The Doctor asked incredulously.

"We flew in." Zach told him as though it was obvious. "You see," he switched the hologram to show a globe with pulsing signals creating a funnel to the planet's core, "this planet's generating a gravity field." He explained the impossible. "We don't know how. We've no idea. But it's kept in constant balance against the black hole. And the field extends out there as a funnel. A distinct gravity funnel, reaching out into clear space. That was our way in." He finished and Lily gave him a look.

"You flew into a gravity pull." She said flatly. Before Zach could reply, Rose added, still joking around: "You flew down that thing? Like a rollercoaster." "By rights, the ship should have been torn apart." Zach replied seriously. "We lost the Captain, which is what put me in charge."

He sounded a bit bitter, and Ida looked at him. "You're doing a good job." She said encouragingly, and Zach gave a bitter laugh as he muttered: "Yeah, well, needs must." Danny joined in the conversation. "But if that gravity funnel closes," he pointed at it, "there's no way out."

Scooti chimed in: "We had fun speculating about that." She said sarcastically, and Danny agreed sarcastically: "Oh, yeah. That's the word." He bopped the woman on her head with a rolled up piece of paper. "Fun."

"But it's impossible." Lily murmured. "That thing can't generate the power needed." She looked at the Doctor and he nodded. "That field would take phenomenal amounts of power." He agreed, squinting his eyes at the hologram as though trying to see how it made sense. "I mean not just big, but off the scale!" He exclaimed, and Lily pursed her lips in thought. "Can I?" The Doctor asked, gesturing at the console remote.

"Sure." Ida replied, handing it over. "Help yourself." The Doctor and Lily moved to peer over and examine the different holograms, while an Ood approached Rose, holding a plastic cup. "Your refreshment." It said in its calm voice, and Rose smiled as she took it. "Oh, yeah. Thanks. Thank you. I'm sorry, what was your name?" She asked it, and the Ood replied: "We have no titles. We are as one."

Lily looked over at that, interested, while the Doctor and Ida were still focused on the machine. As the Ood walked away, Rose approached Danny and Scooti, asking: "Er, what are they called?"

Danny looked at where she was pointing, before scoffing. "Oh, come on. Where have you been living? Everyone's got one." Rose looked blankly at him, before saying: "Well, not me, so, what are they?" Lily moved to walk over towards them as Danny explained.

"They're the Ood." He said and Rose repeated: "The Ood?" Danny nodded. "The Ood." He said with a shrug. "Well that's ood." Rose joked, and Scooti laughed while Danny said: "Very ood, but handy."

He explained for the girls as Lily stood next to Rose: "They work the mine shafts. All the drilling and stuff. Supervision and maintenance. They're born for it. Basic slave race." Lily frowned as Rose asked aghast: "You've got slaves?"

Scooti rolled her eyes. "Don't start. She's like one of that lot. Friends of the Ood." Scooti said to Danny, and he grinned while Rose butted in: "Well maybe I am, yeah. Since when do humans need slaves?" She asked in disgust and Lily nodded, frowning.

"But the Ood offer themselves." Danny protested. "If you don't give them orders, they just pine away and die." An Ood had moved towards them, and Rose looked at it. "Seriously, you like being ordered about?" She asked it in disbelief.

"It is all we crave." It replied, and Lily pursed her lips. "Why's that, then?" Rose asked, and the Ood replied: "We have nothing else in life." Rose muttered: "Yeah, well, I used to think like that, a long time ago." Lily looked at the Ood, examining it and trying to understand the puzzle pieces before her, when she was distracted.

"There we go." The Doctor called out, and Rose and Lily moved to stand next to him as he explained, gesturing at the hologram: "Do you see? To generate that gravity field, and the funnel, you'd need a power source with an inverted self extrapolating reflex of six to the power of six every six seconds."

Rose blinked. "That's a lot of sixes." She said, while Lily's brows pulled in and she said in confusion: "That's impossible." The Doctor nodded at her. "And it's impossible." He agreed. Zach was looking at the Doctor in disbelief and he said slowly: "It took us two years to work that out."

The Doctor shrugged. "I'm very good." The Doctor muttered, while Ida protested: "But that's why we're here. This power source is ten miles below through solid rock." She showed them a hologram of the drill. "Point Zero. We're drilling down to try and find it."

"It's giving off readings of over ninety stats on the Blazon scale." Zach explained. "It could revolutionize modern science." Ida added and Jefferson chimed in: "We could use it to fuel the Empire." He said it gleefully, and the Doctor murmured: "Or start a war." He removed his glasses to level at look at Jefferson, who simply looked back at him calmly.

"It's buried beneath us, in the darkness, waiting." Toby said in a dark voice, and Rose scoffed. "What's your job, chief dramatist?" She asked and the Doctor grinned at her while Toby spoke seriously: "Well, whatever it is down there is not a natural phenomena. And this, er, planet once supported life eons ago, before the human race had even learned to walk." Lily frowned, remembering the letters on the wall.

"I saw that lettering written on the wall. Did you do that?" The Doctor asked Toby, who nodded. "I copied it from fragments we found unearthed by the drilling, but I can't translate it." He sighed, and the Doctor mumbled: "No, neither can I."

He paused before saying "And that's saying something." "Don't be vain." Lily sighed, and he grinned at her. "Don't be jealous." He teased, and Lily smiled. Rose felt a twinge of jealousy as she watched the pair banter, but Tony interrupted, still serious: "There was some form of civilization. They buried something. Now it's reaching out, calling us in."

As Tony finished, the Doctor looked at the team with raised brows. "And you came." He scorned, and Ida smiled grimly. "Well, how could we not?" She asked rhetorically, and Lily sighed. The hologram switched off and the Doctor began: "So, when it comes right down to it, why did you come here?" He asked, his words flying out as they did when he was figuring something out. "Why did you do that? Why? I'll tell you why. Because it was there. Brilliant. Excuse me, er, Zach, wasn't it?"

Zach nodded. "That's me." "Just stand there," the Doctor said, "because I'm going to… hug you. Is that all right?" Lily stared at him- where was he going with this this time? "I suppose so." Zach said, though he looked confused. "Here we go. Come on, then." The Doctor said as he hugged Zach.

"Oh, human beings." The Doctor marveled. "You are amazing! Ha!" He laughed and Ida looked completely bewildered. The Doctor ignored them as he pulled back, saying to Zach: "Thank you." "Not at all." Zach replied, still confused. The Doctor grinned, before his face dropped and the truth sped out.

"But apart from that, you're completely mad. You should pack your bags, get back in that ship and fly for your lives." The Doctor said seriously and the crew's faces twisted. "You can talk." Ida scoffed. "And how the hell did you get here?" She asked and the Doctor opened his mouth wide as he tried to figure out an explanation.

"Oh, I've got this, er," he glanced at Lily who simply raised her eyebrows at him, "this ship. It's hard to explain. It just sort of appears." The Doctor said vaguely and dismissively. Rose interjected: "We can show you," she offered, "we parked down the corridor from, er... Oh, what's it called? Habitation area-"

She fumbled and the Doctor and Lily replied at the same time: "Three." "Three. Three." Rose agreed, and Zach looked up, his eyes widening in alarm. "Do you mean storage six?" He asked in disbelief. Lily's heart dropped and she groaned, dropping her head in her hands.

"It was a bit of a cupboard, yeah." The Doctor agreed, looking at Lily strangely. Ida and Zach exchanged looks. The Doctor saw it and his brows furrowed. "Storage six." The Doctor said blankly, as he worked it out. "But you said." He looked at Zach with narrowed eyes. "You said." He murmured.

"Five to Eight." Lily groaned out and the Doctor repeated blankly:" "You said storage five to eight." He turned immediately, grabbing Lily's hand and Rose followed as the Doctor raced down the corridors, Lily with him, the pair wearing identical looks of horror.

"What is it? What's wrong?" Rose shouted after them as she hurried to keep up. The Doctor ignored her, letting go of Lily to spin door 19 and open it before rushing into Habitation three, and opening door 17. "Open the door! Come on!" He yelled frantically, before he flung the door open. He ran at the door they'd come from, pulling at it but in vain.

"Door 16 out of commission." The computer said, and the Doctor muttered through gritted teeth: "It can't be. It can't be!" Lily's face was also panicked, as Rose demanded: "What's wrong? What is it?" The Doctor peered through the eyehole as Rose continued: "Doctor, the Tardis is in there. What's happened?"

"It's gone isn't it." Lily said in despair as she saw the Doctor's face pale further. "The Tardis is gone." The Doctor confirmed. He stepped back in shock as the computer repeated: "Door 16 out of commission." He turned to the girls, wide-eyed and horrified. "The earthquake." He explained to Rose. "This section collapsed."

Lily bowed her head, shaking slightly from suppressed fear. Rose just looked at him in disbelief. "But it's got to be out there somewhere." She said skeptically as she peered through the hole. "Look down." The Doctor told her. She did as she was told. Her mouth dropped open.

Lily sighed, gently pushing Rose aside to also take a look. She saw the barren waste lands outside, but dropped her gaze to the ground. Her worst fears were confirmed as she stared into an abyss, created during the earthquake, and the Tardis nowhere to be seen.

* * *

 **"** The ground gave way." The Doctor was speaking very quickly. The three time travellers were back in the control room as the Doctor looked at Zach urgently. "My Tardis must've fallen down right into the heart of the planet. But you've got robot drills heading the same way." He tried to urge, and Zach sighed.

"We can't divert the drilling." He said tiredly, knowing where the Doctor was trying to go with this. "But I need my ship." The Doctor said desperately, and Lily clutched the central console tightly in anxiety. "It's all I've got. Literally the only thing." Zach turned to him.

"Doctor," he said exasperated, "we've only got the resources to drill one central shaft down to the power source, and that's it. No diversions, no distractions, no exceptions." He looked the Doctor in the eye. "Your machine is lost. All I can do is offer you a lift if we ever get to leave this place, and that is the end of it." He turned to walk away.

"Please," Lily tried, and Zach stopped to look at her, "there has to be something. We're not from around here at all, offering us a lift isn't going to get us anywhere, and it's also unlikely you can find a way out of this place without the Doctor, and he needs his ship." Lily said, but Zach shook his head. "I'm sorry, we just can't." He said, leaving them distraught.

The Doctor was still standing where Zach had left him, his face drawn in tightly, his brows knitted. Lily stood sadly, while Rose was still in shock from the whole situation, the crisis finally sinking in for her. Ida looked uncomfortably at them.

"I'll, er," she said nervously, "put you on the duty roster. We need someone in the laundry." She left them, and now it was just the three of them and an Ood in the control room. The Doctor moved to stand by Rose, and he murmured to the two girls: "I've trapped you two here."

"No, don't worry about me." Rose murmured back. There was a rattling sound and the room shook slightly once more. They all looked up at the shaking roof. "Okay," Rose said, "we're on a planet that shouldn't exist, under a black hole and no way out." She took a deep breath.

"Yeah, I've changed my mind. Start worrying about me." She half-joked but Lily heard the fear in her voice. The Doctor heard it too and reached out, pulling Rose in for a tight hug as he continued to stare at the roof. Lily moved closer, whispering: "Don't give up yet. There's always hope. We'll figure something out. We have to." She tried to reassure them and herself. The Doctor just nodded, unable to say anything to her.

* * *

They'd moved back to Habitation three with the rest of the crew while Zach returned to the control room. The crew were eating as the Doctor examined the alien script once more, squinting through his glasses as he tried to understand it while Lily and Rose were huddled with the Doctor.

"Danny," Zach's voice came over the intercom, "check the temperature in Ood Habitation. It seems to be rising." Danny rose to leave and Rose stood up, finally getting something to eat. As she did, Lily kept glancing at her cousin often, keeping an eye on her.

When Rose finally walked away from the serving areas after speaking to the Ood for a moment, Lily noticed Rose was looking a little freaked out. She frowned but didn't comment, shrugging it off for the moment. She'd regret that, later, when she thought of it.

* * *

"Don't you need to eat?" The Doctor asked Lily. Rose had just finished, and Lily and the Doctor had joined her at the table. She shook her head. "Not hungry." Lily muttered. The Doctor frowned at her, but then the lights in the room flickered. Ida, who had just stood up, also looked up, before speaking into her wrist comm.

"Zach? Have we got a problem?" She said, and Zach replied: "No more than usual. Got the Scarlet System burning up. Might be worth a look." Ida looked at the three of them. "You might want to see this. Moment in history." She went over to the wall and pulled a lever to open the roof shutters.

They all looked up, and she pointed. "There. On the edge." Ida said and Lily saw a red cloud being sucked into the hole. "That red cloud. That used to be the Scarlet System." Ida explained, and Rose swallowed.

"Home to the Peluchi, a mighty civilisation spanning a billion years, disappearing forever. Their planets and suns consumed. Ladies and gentlemen, we have witnessed its passing." Ida said, almost reverently. She reached back to the lever but the Doctor interrupted.

"Er, no, could you leave it open? Just for a bit. I won't go mad, I promise." He said softly, and she looked at him amused. "How would you know?" Ida asked, and the Doctor smiled. Ida looked around and ordered: "Scooti, check the lockdown. Jefferson, sign off the airlock seals for me."

The two left through doors 17 and 19 while Ida left through door 18. Rose leaned elbow on the table and whispered to the Doctor and Lily: "I've seen films and things, yeah. They say black holes are like gateways to another universe." She tried, and Lily had to smile at her effort. "Not that one. It just eats." The Doctor replied morosely.

"Long way from home." Rose whispered, and Lily also sighed. The Doctor paused, before pointing up. "Go that way," he instructed and Rose and Lily looked as he ordered, "turn right, keep going for er, about, er, five hundred years, and you'll reach the Earth." Lily smiled sadly at him, while Rose dug for her phone. She switched it on and looked at it.

"No signal." Lily frowned at that. "That's the first time we've gone out of range. Mind you, even if I could. What would I tell her?" Lily's face dropped at Rose's dejected tone. "I love you." She suggested quietly, and Rose reached out to grip her cousin's hand tightly.

The blonde girl turned to the Doctor in a last effort as she asked, half-joking and half-desperate: "Can you build another Tardis?" Lily looked up, but the Doctor sighed. "They were grown, not built." The Doctor told her. "And with my own planet gone, we're kind of stuck." He hadn't turned his eyes away from the sky, and Lily turned to look at him sadly. He'd lost so much already- losing the Tardis was a tough blow for him. For all of them.

"Well, it could be worse." Rose said, her voice false cheery. "This lot said they'd give us a lift." She said as she fiddled with her ear. The Doctor finally turned away to look at her. "And then what?" He asked. Rose shrugged. "I don't know." She admitted before she became pensive. "Find a planet, get a job, live a life, same as the rest of the universe."

The Doctor made a disgusted sound. "I'd have to settle down." He said, and Rose and Lily had to smile at that. "Get a house or something. A proper house with, with doors and things. Carpets. Me, living in a house." He sounded incredulous and horrified, and the girls laughed at him. "Now that, that is terrifying." He finished, also smiling, glad they'd cheered up just a little bit.

"You'd have to get a mortgage." Rose jested, and the Doctor looked at her. "No." He said flatly. "Oh, yes." Rose teased, and Lily laughed. "I'm dying. That's it." The Doctor moaned, and Rose joined Lily's laughter. "I'm dying. It is all over."

"What about me?" Rose laughed. "I'd have to get one, too. I don't know, could be the same one. We could both," Rose's voice started to become serious, and Lily's smile dropped. "I don't know, share. Or not, you know. Whatever." Rose was no longer looking at the Doctor. Neither was Lily, so neither of them saw his glance at the brunette.

"I don't know. We'll sort something out-" Rose continued, while the Doctor muttered: "Anyway." "We'll see." Rose finished. They were silent as Rose stared up at the sky with sad eyes. Lily's head was bowed to avoid looking at anyone or anything, as was the Doctor's. They sat like that for a beat, before the Doctor sighed.

"I promised Jackie I'd always take you back home. Both of you." He said dejectedly. Lily shrugged. "We'd have to leave sometime." She said. "Everyone leaves home in the end." Rose agreed.

"Not to end up stuck here." The Doctor pointed out, and Rose shrugged this time. "Yeah, but stuck with you, that's not so bad." Rose admitted. "And with my favorite cousin." She added with a smile at Lily. "I'm telling Mo." Lily joked, and they both laughed briefly.

"Still my favorite." Rose retorted. "And with the Doctor. My two favorite people." Rose mused. "Isn't that right, Lils?" Lily nodded sadly, while the Doctor asked: "Yeah?" Rose turned to face him with a smile. "Yes." Rose said firmly. Lily paused to glance at Rose before answering.

"Yes." She said softly. Suddenly, Rose's phone rang, and they looked at it puzzled. She answered it quickly, placing it to her ear as the Doctor and Lily watched her intently. Rose's eyes suddenly widened in fear and she threw the phone on the floor.

* * *

The Doctor ran down the stairs to where the Ood were being held. Lily followed right behind, Rose behind her. "Evening." The Doctor called as they arrived at the catwalk and saw Danny at the controls. "Hi." Lily said quickly as she followed the Doctor. "Only us." Rose finished from behind.

"The mysterious trio." Danny smirked. "How are you, then? Settling in?" He asked, before turning back to his controls. "Yeah. Sorry, straight to business." The Doctor said quickly and a little rudely, but this was one time Lily didn't care. "The Ood how do they communicate?" The Doctor asked as they all stared down from the catwalk at where the Ood sat in rows, as though in a holding cell. Which they kind of were.

"I mean, with each other." The Doctor added at Danny's confused look. "Oh, just empaths." Danny explained. "There's a low level telepathic field connecting them. Not that that does them much good. They're basically a herd race. Like cattle." He said contemptuously.

The Doctor looked down intently at the Ood. "This telepathic field. Can it pick up messages?" He asked Danny. Rose interjected as well: "Because I was having dinner, and one of the Ood said something..." Danny looked at her questioningly, "well, odd." Rose finished lamely and Danny scoffed.

"Hmm. An odd Ood." He said, before going back to his controls. "And then I got something else on my, er," Rose stumbled a little and Lily gave her a look, "communicator thing." Rose added, and Danny looked at her. "Oh, be fair." He said as he reached past her to grab his clipboard, continuing as he walked away.

"We've got whole star systems burning up around us. There's all sorts of stray transmissions. Probably nothing." He dismissed as he leaned against the railings. He saw the looks of disbelief on their faces, and he sighed.

"Look, if there was something wrong, it would show. We monitor the telepathic field. It's the only way to look after them. They're so stupid, they don't even tell us when they're ill." He smirked, and the Doctor jerked his head at the controls. "Monitor the field. That's this thing?" He asked as he went up to the controls.

"Yeah." Danny replied, and Lily looked at the reading to see that it showed the telepathic reading lines and the words: 'Basic: 5'. Danny continued: "But like I said, it's low level telepathy." Lily's eyes widened as the number began to change while the readings began to spike steadily. Danny was saying: "They only register basic five."

"Well, that's not basic five." The Doctor told Danny sharply. Lily was staring mutely as she watched the reading climb up to seven, eight, nine… "Ten," the Doctor read and he paused as the machine continued to beep, "twenty."

None of them saw the Ood lift their heads. "They've gone up to basic thirty." The Doctor continued, looking at Danny while Lily finally glanced down at the Ood. She paled. "But they can't." Danny was protesting when Lily said: "Doctor."

She said it so calmly, the Doctor immediately turned to her, knowing something must be very wrong. Rose saw Lily's gaze, and she looked down as well. "Doctor, the Ood." Rose whispered as she saw what Lily had seen, and they all looked at where Lily had been staring.

The Ood had all turned to look up at them menacingly. "What does basic thirty mean?" Rose asked Danny, while Lily clutched the railings tightly, knuckles turning white. The Doctor leaned on the railings.

"Well, it means that they're shouting, screaming inside their heads." Danny explained, puzzled as to what was going on. "Or something's shouting at them." The Doctor said menacingly, his brows pulled down as he frowned.

"But where is it coming from?" Danny asked. "What is it saying? What did it say to you?" He asked, turning to stare at Rose intently. Rose swallowed as she answered, still staring down at the Ood: "Something about the beast in the pit."

Danny closed his eyes briefly before saying, very seriously: "What about your communicator? What did that say?" Rose glanced at the Doctor who was now also looking at her, and then back at Danny. "He is awake." She replied.

"And you will worship him." All the Ood said at the same time. The group whipped their heads back to the Ood, while Lily continued stare at them, unmoving as fear gripped her. "What the hell?" Danny asked, but the Doctor suddenly straightened, placing his hands on the railings.

"He is awake." The Doctor prompted in a strong voice. "And you will worship him." The Ood replied once more. Rose looked at the Doctor in fear, while Lily's grip on the railings became, if possible, tighter. "Worship who?" The Doctor asked. There was no response, and his fists clenched. "Who's talking to you? Who is it?" He demanded again.

Again, there was silence. The Doctor finally walked down to the Ood, ready to force some sort of response. Rose and Lily quickly followed him, worried for his safety. He stopped before one Ood, and opened his mouth to ask his question once more when the whole place rocked as the base shook once again.

The Doctor fell over and Danny yelped from above, while Lily and Rose braced themselves on the ledges the Ood were sitting on. The Ood didn't move as the Doctor righted himself, and Lily pulled herself up as the computer announced over the intercom: 'Emergency hull breach. Emergency hull breach.'

Danny looked alarmed, and the Doctor and Lily stared up at him intently as he asked into his wrist comm: "Which section?" Zach ordered back: "Everyone, evacuate eleven to thirteen. We've got a breach. The base is open. Repeat, the base is open!"


	25. 9-3 Blind sighted

The four of them ran through the shaking base, smoke flying at them as the base shook violently. They ran through Habitation three, the Doctor in the front, Rose behind him, Lily right behind Rose and Danny bringing up the rear, as they fought to stay upright. They raced on, as the computer continued to repeat: **"** Breach sealed. Breach sealed."

"Everyone alright?!" The Doctor called as he raced into a corridor where the rest of the crew was converged. "What happened? What was it?" He demanded as the computer announced: "Oxygen levels normal."

"Hull breach." Jefferson announced between gasps as he tried to catch his breath. "We were open to the elements. Another couple of minutes and we'd have been inspecting that black hole at close quarters." Lily and Rose helped Toby sit up from where he was lying, gasping on the floor.

"Where's Scooti?" Lily asked but the Doctor cut across her as he asked with furrowed brows: "That wasn't a quake. What caused it?" Zach's voice came over Jefferson's wrist comm: "We've lost sections eleven to thirteen. Everyone all right?"

"We've got everyone here, except Scooti." Jefferson reported, before opening all lines and calling into his wrist comm: "Scooti, report." There was no reply except for the sound of static. "Scooti Manista? That's an order. Report." Lily's heart sank as he was answered again by static.

"She's alright." Zach's voice came over the wrist comm. "I've picked up her biochip. She's in Habitation three. Better go and check, if she's not responding. She might be unconscious." Zach ordered. Lily suddenly felt cold- her gut told her something wasn't right, and she frowned as she tried to figure out what was wrong.

Zach was saying: "How about that, eh? We survived." Lily frowned at Toby who was examining his skin with a puzzled look. "Habitation three." Jefferson murmured. "Come on. I don't often say this, but I think we could all do with a drink. Come on." He said, moving off down the corridor.

The others all left, Ida hesitating a little before she followed, glancing at the strange trio and Toby as the Doctor bent down to Toby's eye level. "What happened?" He asked. Toby shook his head as he murmured: "I don't. I don't know. I was working and then I can't remember."

Lily and the Doctor frowned but he carried on, not noticing: "All that noise. The room was falling apart. There was no air-" He was sounding more and more confused and hysterical, so Rose interrupted: "Come on. Up you get."

Rose and Lily helped the man stand. "Come and have some protein one." Rose suggested as she led the man down the corridor, and the Doctor mocked: "Oh, you've gone native." He and Lily followed behind as Rose said over her shoulder: "Oi, don't knock it. It's nice. Protein one with just a dash of three." The Doctor glanced at Lily with his eyebrows raised, and she just shrugged as they walked.

The four of them walked into Habitation three to find the others completely frazzled and worried. "The biochip says she's in the area." Jefferson was saying, when he spotted the four. "Have any of you seen Scooti?" He asked them as Ida called into her wrist comm: "Scooti, please respond. If you can hear this, please respond."

Toby shook his head at Jefferson. "No, no, no, I don't think so." He answered the man, as Ida continued: "Please respond. Habitation six." "Nowhere here." Jefferson muttered. Lily was alarmed and she walked over in concern, while Rose led Toby to a seat. The Doctor meanwhile wandered about, looking around the room.

Jefferson called into his wrist comm: "Zach? We've got a problem. Scooti's still missing." He reported, and Zach's voice came over sounding confused: "It says Habitation three." That's when it clicked for Lily.

"Yeah, well, that's where I am, and I'm telling you she's not here." Jefferson informed him, and Lily piped up: "Wait, we ran through here earlier." She gestured at her group and Danny, and Danny nodded, realizing she was right. "There was no sign of her here then, and we arrived seconds after you lot did back in that corridor. There wasn't time."

Jefferson frowned as Danny backed Lily up: "No, she's right, and I was at the back and I didn't see Scooti. She wasn't here and she didn't come in after us, I'm sure of it." Jefferson frowned, getting ready to report to Zach when the Doctor interrupted darkly: "I've found her."

Lily looked to see him staring up through the open shutters. Lily's heart sank, and she slowly lifted her eyes praying to God she would be so, so wrong. "Oh, my God." Rose breathed, and Lily's eyes filled with tears as she saw the young woman floating above them, her skin a pale blue as she drifted backwards, towards the black hole.

"I'm sorry. I'm so sorry." The Doctor murmured as he gazed at the woman. The whole room stood in shock and despair, before Jefferson finally clicked his wrist comm. He said softly: "Captain. Report Officer Scootori Manista PKD, deceased. Forty three K two point one." Lily gave a short gasp, unable to breathe as the horror just continued to sink in.

"She was twenty." Ida murmured, still in shock and gazing up at the poor girl. "Twenty years old." She finally turned away to close the shutters, unable to bear looking any more. The others stood watching as the girl disappeared from their view.

"For how should man die better," Jefferson murmured, "than facing fearful odds? For the ashes of his father and the temples of his Gods." They all stood in a moment's silence, when suddenly the entire base fell silent. "It's stopped." Ida murmured in disbelief. Rose moved to the Doctor, who was staring at Lily's distraught face as it paled even further.

"What was that?" Rose asked. "What was it?" She asked again when the Doctor didn't reply right away. "The drill." He answered and Ida said blankly: "We've stopped drilling. We've made it. Point Zero." Lily closed her eyes, squeezing it tight. _This can not be good_.

* * *

Zach called over the intercom: **"** All non essential Oods to be confined." The catwalk was a flurry of activity as Ida readied to head down, dressed in an orange spacesuit. "Capsule established." She called. "All systems functioning. The mineshaft is go. Bring systems online now."

The Doctor appeared, also wearing a spacesuit. "Reporting as a volunteer for the expeditionary force." He said, standing before Zach. "Doctor, this is breaking every single protocol." The Captain bit out through grit teeth. "We don't even know who you are." Zach pointed out, looking the Doctor up and down.

"Yeah, but you trust me, don't you?" The Doctor replied, and Zach avoided his gaze. "And you can't let Ida go down there on her own. Go on. Look me in the eye." The man looked at him. "Yes you do, I can see it. Trust." The Doctor finished.

"I should be going down." Zach said finally. The Doctor looked at him, before saying seriously: "The Captain doesn't lead the mission. He stays here, in charge." "Not much good at it, am I?" Zach said bitterly. The Doctor just raised an eyebrow and Zach sighed.

"Positions!" Zach shouted, and Lily and Rose looked over from where they'd been standing with Jefferson by the computers. "We're going down in two. Everyone, positions! Mr. Jefferson! I want maximum system enhancement." He shouted as he headed back to the control room.

Rose walked over to the Doctor. "Oxygen, nitro balance, gravity. It's ages since I wore one of these." The Doctor commented, but Rose wasn't having any of it. "I want that spacesuit back in one piece, you got that?" Rose said, tugging on the Doctor's spacesuit. "Yes, sir." The Doctor replied, before looking pointedly at Lily over Rose's shoulder.

The brunette sighed, before coming to join them. "Orange is so not your color." She teased half-heartedly and the Doctor grinned. "That all you've got to say?" He asked, and she shook her head.

"Check your oxygen tank is functioning once more when you're in the capsule, check gravity, and I've tested the helmet, it's fine… but check that again too, just in case. I don't care if you're a Time Lord, you still need to breathe." She sighed, and he smiled. "Yes, ma'am." He replied.

The Doctor placed his helmet on as Rose commented: "It's funny, because people back home think that space travel's going to be all whizzing about," the Doctor switched the lights on inside his helmet as he looked down at her, "and teleports and anti gravity, but it's not, is it? It's tough." She murmured, her voice breaking a little at the end.

"I'll see you later." Was all the Doctor said and Rose smiled. "Not if I see you first." She replied with a grin, before leaning in and pulling the Doctor's head forward to place a gentle kiss on his helmet. Lily averted her gaze, and the Doctor noticed. He didn't know how to react as one heart leapt while the other sank, so he simply turned and followed Ida.

Lily lifted her head as Zach announced over the intercom: " Capsule active. Counting down in ten, nine, eight, seven, six," the Doctor and Ida entered the capsule, and Jefferson closed the door while Rose and Lily stood behind him, watching the Doctor, "five, four, three," Rose smiled and gave the Doctor a wave which he returned before sending a grin and a wink at Lily's anxious face.

"Two, one. Release." Rose and Lily watched the capsule descend, taking the Doctor down with it. They turned to the screen to watch the descent progress, Rose fiddling anxiously with the communicator while Lily was gripping the console edge tightly.

Lily watched as they went below the oxygen field, and Zach confirmed moments after: "You've gone beyond the oxygen field. You're on your own." Rose chimed in anxiously: "Don't forget to breath. Breathing's good." Lily rolled her eyes at her, her grip tightening anxiously.

 **"** Rose, stay off the comm." Zach ordered and Lily gave a faint laugh as Rose replied: "No chance." Lily held her breath as the capsule reached Point Zero, and she let it out in a gasp as the whole base shook once. She righted herself and listened anxiously as Rose called: "Doctor? Doctor, are you all right?"

 **"** Ida, report to me. Doctor?" Zach ordered, also sounding worried. Lily almost fainted in relief as the Doctor replied: "It's all right. We've made it. Getting out of the capsule now." Rose and Lily shared looks of relief before Rose asked: "What's it like down there?"

"It's hard to tell." The Doctor replied. "Some sort of cave. Cavern. It's massive." Ida joined in then, saying: "Well, this should help. Gravity globe." There was a pause, and then Ida said: "That's, that's. My God, that's beautiful."

"Rose," the Doctor said, and Lily's heart sank a little before she shook herself, "you can tell Toby we've found his civilization." Rose turned to Toby: "Oi, Toby. Sounds like you've got plenty of work." She said with a grin.

"Good, good. Good." Toby muttered, sounding distracted. Lily paused to look at him, watching him stare at his hands again. She was distracted as Zach ordered: "Concentrate now, people. Keep on the mission. Ida, what about the power source?"

Ida replied: "We're close. Energy signature indicates north, north west. Are you getting pictures up there?" "There's too much interference. We're in your hands." Zach replied, and Lily's grip tightened. "Well, we've come this far. There's no turning back." Ida replied and Lily sighed as they heard the Doctor complain: "Oh, did you have to? No turning back? That's almost as bad as nothing can possible go wrong-"

"Doctor." Lily warned, but she wasn't close enough to the comm for him to hear. "- or this is going to be the best Christmas Walford's ever had." The Doctor continued, and Ida interrupted in annoyance: "Are you finished?"

Lily smiled, as there was a pause and the Doctor muttered: "Yeah. Finished." The two carried on in silence, but Danny suddenly chimed in: "Captain, sir. There's something happening with the Ood."

Lily's heart stopped and she leaned in closer to listen. "What are they doing?" Zach demanded and Danny answered, sounding terrified: "They're staring at me. I've told them to stop, but they won't." Lily heard Zach sigh. "Danny, you're a big boy." Zach said. "I think you can take being stared at."

 **"** But the telepathic field, sir." Danny said seriously. "It's at basic one hundred." Lily swore her heart did stop then. Danny continued: "I've checked. There isn't any fault. It's definitely one hundred." Jefferson had also leaned in by then.

 **"** But that's impossible." Zach commented. Rose turned to Lily, confused. "What's basic one hundred mean?" She asked and three people answered at the same time. Danny replied: "They should be dead" as Jefferson told her: "Basic one hundred's brain death."

Lily's answer: "Things are about to get really really bad." Zach cut in: "But they're safe. They're not actually moving?" Danny replied: "No, sir." Lily frowned as Zach ordered: "Keep watching them. And you, Jefferson? Keep a guard on the Ood."

"Officer at arms!" Jefferson ordered, picking up his gun as the officer answered: "Yes, sir." Rose protested: "You can't fire a gun in here. What if you hit a wall?" Jefferson answered: "I'm firing stock fifteen. It only impacts upon organics. Keep watch. Guard them."

He nodded at the three Ood that were with them, and the guard replied: "Yes, sir" just as the Doctor asked: "Is everything all right up there?" "Yeah, yeah." Rose replied as Zach answered: "It's fine" while Danny muttered: "Great."

"No, it's not." Lily argued, but Rose was holding the comm. Jefferson and Rose looked at Lily, frowning, but the Doctor interrupted as he announced: "We've found something. It looks like metal. Like some sort of seal. I've got a nasty feeling the word might be trapdoor. Not a good word, trapdoor. Never met a trapdoor I liked."

"What's wrong?" Jefferson asked Lily quietly as Ida added: "The edge is covered with those symbols." Lily replied to Jefferson quietly: "The Ood, they mentioned something, and we got a message saying 'he is awake'. Now the Ood are acting strange. It…" She trailed off, eyebrows furrowing as she thought.

"Do you think it opens?" Zach was saying, and the Doctor replied curtly: "That's what trapdoors tend to do." Ida interjected: "Trapdoor doesn't do it justice. It's massive, Zach. About thirty feet in diameter." "Any way of opening it?" Zach asked and Lily frowned, the talking was distracting her as it threw more pieces of the puzzle at her to solve when she was trying to make sense of the ones she'd already had.

Ida replied: "I don't know. I can't see any sort of mechanism." The Doctor added: "I suppose that's the writing. It'll tell us what to do. The letters that defy translation." The Doctor sounded a bit put out.

 **"** Toby, did you get anywhere with decoding it?" Zach asked, and Rose turned to the man, asking: "Toby, they need to know that lettering. Does it make any sort of sense?" Lily frowned, as the question raised another mystery to her already jumbled puzzle. _Toby_ …

"I know what it says." Toby said in quivering voice, and Lily's head snapped up. Everything clicked and she looked at Toby in horror. "Then tell them." Rose urged, while Jefferson frowned. "Rose-" Lily began, but Jefferson cut in: "When did you work that out?" He asked, and Rose interrupted urgently: "It doesn't matter, just tell them."

"Rose, get back!" Lily cried, but it was too late. Toby turned to them, and his eyes were red and his skin covered with the symbols, the symbols they had seen on the wall. Toby spoke in a deep, echoing voice: "These are the words of the Beast. And he has woken."

Jefferson looked at him in shock while Rose backed up a bit. "He is the heart that beats in the darkness. He is the blood that will never cease." Jefferson raised his gun, aiming it at Toby. "And now he will rise." Toby raised his arms, spreading them wide.

"Officer, stand down. Stand down!" Jefferson ordered. Toby just grinned, and Lily stepped in front of Rose, pushing her back slightly, as the Doctor's voice called: "What is it? What's he done? Lily, what's happening? Rose, what's going on? Lily, talk to me!" Zach called: **"** Jefferson? Report. Report!"

"Officer, as Commander of Security, I order you to stand down and be confined. Immediately!" Jefferson ordered Toby while Rose replied into the comm: "He's come out in those symbols all over his face. They're all over him." Toby lowered his raised arms.

"Mr. Jefferson. Tell me, sir. Did your wife ever forgive you?" He asked in that dark voice, and Jefferson's eyes widened. "I don't know what you mean." He whispered and Toby continued: "Let me tell you a secret. She never did." Jefferson swallowed and Lily said sharply: "Leave him alone!" Toby glanced at her but Jefferson regained himself.

"Officer, you stand down and be confined." Jefferson ordered quietly, and Toby asked: "Or what?" "Don't tempt him!" Lily warned, but Jefferson ignored her. "Or under the strictures of Condition Red, I am authorized to shoot you." Jefferson said, cocking his gun. Toby grinned as he asked: "But how many can you kill?"

Toby's eyes went red, and Lily pushed Rose further back, calling to Jefferson: "Get away, he'll kill you." Jefferson pulled the gun tighter, as a black cloud left Toby's mouth, entering the Ood whose eyes all turned red as they jerked to attention. Toby gasped, back to normal before he collapsed, but they couldn't worry about him as Jefferson turned his gun to the Ood, who had all turned to face them.

"We are the Legion of the Beast." The Ood said, and Lily swallowed hard in fear. The Doctor shouted: "Lily? Rose? What is it, Lily? Rose? I'm going back up." As Zach shouted: "Report. Report! Jefferson, report. Someone, report!"

All the while the Ood all chanted as one: "The Legion shall be many, and the Legion shall be few." Rose whispered to the Doctor: "It's the Ood." Jefferson reported to Zach at the same time: "Sir, we have contamination in the livestock."

Rose whimpered: "Doctor, I don't know what it is. It's like they're possessed." "They won't listen to us." Jefferson finished. Lily took the comm from Rose. "Doctor," she began quickly as she watched the Ood as they continued to chant: "He has woven himself in the fabric of your life since the dawn of time."  
"Doctor, it's some kind of beast, that thing Rose's phone warned us about." Lily explained urgently.  
"Some may call him Abaddon. Some may call him Kroptor." The Ood chanted.  
"It possessed Toby, he was covered in the symbols."  
"Some may call him Satan or Lucifer."  
"It's probably what killed Scooti."  
"Or the Bringer of Despair, the Deathless Prince, the Bringer of Night. "  
"It moved into the Ood. Its using their telepathic link-"  
"These are the words that shall set him free."

The Ood moved towards them and Jefferson yelled: "Back up to the door!" Rose pulled Lily, causing her to drop the comm while the Ood chanted: "I shall become manifest." "Lily!" The Doctor yelled worriedly.

"Wait, I haven't finished-" Lily began but Jefferson yelled: "Move quickly!" Rose pulled Lily with her as they backed up further. "I shall walk in might." The Ood hissed as Jefferson yelled: "To the door! Get it open!" Rose yelped as she fell a little on the stairs as the group backed away, never taking their eyes off the Ood.

"My Legions shall swarm across the worlds." The Ood hissed. Suddenly the whole place shook and Ida's voice came over Jefferson's wrist comm: "Doctor, it's opening!" Zach yelled: "We're moving! The whole thing's moving. The planet's moving."

"I am the sin," the Ood carried on, "and the temptation and the desire. I am the pain and the loss and the-" "Get that door open!" Jefferson shouted desperately, and Rose and Lily stared at the approaching Ood in horror while Jefferson's hands shook as he pointed the gun at each of the Oof in turn.

"The gravity field." Zach called. "It's going! We're losing orbit! We're going to fall into the black hole!" He yelled. Rose turned to help try to open the door but Lily stared at the Ood knowing it would be useless. She stared as the Ood approached, chanting: "I have been imprisoned for eternity. But no more."

"Door sealed." The computer said, as though mocking them, and Rose cried: "Come on!" "Door sealed." The computer repeated, just as a voice echoed menacingly through the whole base: "The Pit is open. And I am free. Bwahahahahahaha!" Lily stared at the Ood, knowing the trapdoor had probably opened.

"Doctor!" Lily screamed as the Ood closed in, the Beast awoken.


	26. 10-1 The Satan Pit

The Ood were still approaching as Rose wrestled with the door when Jefferson finally yelled: "Open fire!" He and the guard who'd been behind the girls started shooting at the Ood. Rose was still clinging to the door handle as she and Lily cringed away from the firing gunshots.

"We're stabilizing." Zach said over Jefferson's wrist comm. "We've got orbit." Lily looked in horror at the now dead Oods, while Rose rushed down to the comm. "Doctor?" She asked desperately and Lily hurried to join her. "Doctor, can you hear me? Doctor, Ida, are you there?"

Lily looked back as the computer said: "Open door 25." "Now it decides to open?!" She asked exasperated while Jefferson and the guard prepared to shoot. Danny stepped through, and jumped.

"It's me!" He yelled, seeing the guns pointed at him. Lily breathed a sigh of relief while Jefferson and the guard lowered their guns. "But they're coming." Danny added warningly, twisting the door handle to shut it completely and Lily's blood ran cold.

"Close door 25." The computer said, while Danny continued: "It's the Ood. They've gone mad." "How many of them?" Jefferson demanded and Danny replied hysterically: "All of them! All fifty!"

"Danny, out of the way. Out of the way!" Jefferson ordered, pulling the younger man away as he began to open the door. "But they're armed!" Danny cried frantically, and Lily looked at him. "It's the interface device. I don't know how, but they're using it as a weapon."

"Mr. Jefferson, I really think you should listen-" Lily began but the computer said: "Open door 25." Jefferson pulled open to door and Lily saw the Ood standing there, raising their interface globes. She shrieked as the Ood in the front raised the interface and placed it against the guard, causing the guard to scream before she fell, dead.

Jefferson began firing at the Ood while Danny flinched behind him, and Lily pulled Rose down. They crouched, Rose cowering against her cousin while the brunette stared ahead as she watched the Ood fall. "It's not even their fault." She whispered sadly. Jefferson finished the last Ood, before coming down to check on the girls.

"Jefferson, what's happening there?" Zach's voice crackled over Jefferson's wrist comm. "I've got very little ammunition, sir." Jefferson reported back. "How about you?" Zach's voice came back frantic: **"** All I've got is a bolt gun. With er, all of one bolt. I could take out a grand total of one Ood. Fat lot of good that is."

"Given the emergency," Jefferson said, "I recommend strategy nine." Lily frowned. "What's strategy nine?" She asked but Jefferson hushed her as Zach repeated: "Strategy Nine. Agreed. Right," Zach began to order, "we need to get **e** veryone together. Rose? What about Ida and the Doctor? Any word?"

"I can't get a reply." Rose replied, sounding tearful. "Just nothing. I keep trying, but it's-" There was the sound of static before the Doctor replied: "No, sorry, I'm fine. Still here." Lily stared at the comm in annoyance as Rose bit out but with a look of utter relief: "You could've said, you stupid-"

There was the sharp sound of feedback. "I think it knew you were about to say something not nice." Lily commented, while the Doctor said: "Whoa. Careful! Anyway, it's both of us. Me and Ida. Hello. But the seal opened up. It's gone. All we've got left is this chasm."

Lily sighed, rubbing her forehead. Things were going from bad to worse the longer they stayed. "How deep is it?" Zach asked, and the Doctor replied: "Can't tell. It looks like it goes down forever."

Lily looked at Rose. "The Ood, the pit." She said urgently and Rose remembered. "The pit is open." She told them. "That's what the voice said." "But there's nothing. I mean," Zach said, "There's nothing coming out?"

The Doctor muttered: "No, no. No sign of the Beast." Rose said in a shaky voice: "It said Satan." "Come on, Rose. Keep it together." The Doctor said to her, before adding: "Lily? Get Lily, what were you going to say earlier?"

But Rose was freaking out and she clutched the comm, asking: "Is there no such thing? Doctor." She begged, asking for reassurance. "Doctor, tell me there's no such thing." Lily reached out to grasp Rose's shoulder, and to take the comm, but Zach interjected: "Ida? I recommend that you withdraw. Immediately."

"But, we've come all this way." Ida protested. "Okay. **"** Zach replied, before he barked: "That was an order. Withdraw. When that thing opened, the whole planet's shifted. One more inch and we fall into the black hole. So this thing stops right now."

"But it's not much better up there with the Ood." Ida pointed out and Zach replied: "I'm initiating strategy nine, so I need the two of you back up top immediately, no ar-" There was the sound of static as Ida turned her comms off. "Ida. Ida!" Zach yelled.

"What's strategy nine?" Lily demanded, before speaking into the comm: "Doctor? Doctor?" There was no response, and they stood waiting nervously, before the Doctor's voice crackled over. "Lily, Rose, we're coming back." Rose grabbed the comm again.

"Best news I've heard all day." She breathed in relief. "Lily." the Doctor called, as Jefferson cocked his gun, pointing it at Toby. Lily took the comm as Rose demanded to Jefferson: "What're you doing?" Lily forced her attention to the situation before them, muttering: "Doctor, hang on."

"He's infected." Jefferson said darkly. "He brought that thing on board. You saw it." Rose stopped him. "Are you going to start shooting your own people now? Is that what you're going to do? Is it?" Jefferson looked at her. "If necessary." He replied shortly.

"Well then, you'll have to shoot me if necessary, so what's it going to be?" Rose said flatly, and Lily drew closer. "Look at his face." Rose protested, gesturing at Toby as she knelt next to the terrified man. "Whatever it was, is gone. It passed into the Ood. You saw it happen. He's clean."

"He's not." Lily replied shortly, and Rose glared at her. "Not you too, come on you saw it too! You're starting to sound like the Doctor." Rose grumbled, while Jefferson looked uncertain. "Don't shoot him, but he's not clean. The beast wouldn't leave him that easily." Lily warned.

"And you think we shouldn't shoot him?" Jefferson asked incredulously and Lily narrowed her eyes, glancing down at the terrified man. "Right now, he's human. I'm warning you to keep your eyes on him, though." Lily said simply. Jefferson looked back at Toby, and he warned: "Any sign of trouble, I'll shoot him."

"Are you all right?" Rose asked the poor man as Jefferson walked away. "Yeah. I don't know." Toby stuttered and Rose questioned: "Can you remember anything?" "Just, it was so angry. It was fury and rage and death. It was him. It was the devil." Toby said in fear, and Rose hugged the terrified man. "Come on."

Lily was speaking quietly to the Doctor as she asked: "What do you think?" The Doctor murmured: "I think you're right, but I also agree we can't just kill the man, not when we don't know for certain. There could be a way to save him. Him and the Ood. I don't agree with strategy nine." Ida had explained that strategy nine was to open the airlock, taking everything not in the lock down thrown out into the vaccuum.

"Doctor," Lily began, "the Ood, Toby. They were possessed, but I don't think it's the beast's body. Telepathic link." Lily reminded him, when Ida interrupted. "Okay, we're in. Bring us up." Ida's voice crackled over. Lily frowned. "Doctor-" Lily began but Jefferson cut in. "Ascension in three, two, one." He pressed the button and the power went out. They all stared around wildly into the darkness.

"This is the darkness." The beast's deep voice rang out "This is my domain." The monitor flickered to show the Ood on camera, staring at them. Their voices joined the beast's as he said darkly: "You little things that live in the light, clinging to your feeble suns which die in the-"

"That's not the Ood. Something's talking through them." Zach muttered as the voice continued: "Only the darkness remains." Zach interrupted: "This is Captain Zachary Cross Flane of Sanctuary Base Six, representing the Torchwood archive. You will identify yourself."

"You know my name." The voice replied and Zach demanded: "What do you want?" The voice replied: "You will die here. All of you. This planet is your grave." Toby began to moan in terror: "It's him. It's him. It's him." The others looked about, trying to find a source.

 **"** If you are the Beast," the Doctor interjected, "then answer me this. Which one, hmm? Cos the universe has been busy since you've been gone. There's more religions than there are planets in the sky. The Archiphets, Orkology, Christianity, Pash Pash, New Judaism, San Klah, Church of the Tin Vagabond. Which devil are you?"

"All of them." The voice replied. "What, then you're the truth behind the myth?" The Doctor asked, almost mockingly. The voice replied, and Lily frowned at its words: "This one knows me as I know him. The killer of his own kind."

The Doctor apparently decided to ignore him as he asked: "How did you end up on this rock?" "The Disciples of the Light rose up against me and chained me in the pit for all eternity." The voice replied.

"When was this?" The Doctor asked and the voice answered: "Before time." Lily could almost hear the Doctor frown. "What does that mean?" He asked and the voice repeated: "Before time."

"What does 'before time' mean?" The Doctor demanded and the voice finally elaborated: "Before light and time and space and matter. Before the cataclysm. Before this universe was created."

"That's impossible. No life could have existed back then." The Doctor protested, and the voice asked, amused: "Is that your religion?" There was a pause before the Doctor answered slowly: "It's a belief."

"You know nothing. All of you, so small." The voice said scathingly. "The Captain, so scared of command." Lily's face immediately paled. She could see where the beast was going with this. "The soldier, haunted by the eyes of his wife." Jefferson's eyes widened in panic.

"The scientist, still running from Daddy." Lily heard Ida's little whimper over the comms. "The little boy who lied." Danny swallowed. "The virgin." Toby looked over, his face drawn. Lily would've laughed if the situation wasn't so dire, particularly as the beast said: "The lost girl, so far away from home."

Rose stared at it in fear, while Lily's brow furrowed. _Girl-singular._ "The valiant child who will die in battle so very soon." Both girls paled. "Doctor, what does that mean?" Rose whimpered, and the Doctor replied in a low voice: "Rose, don't listen."

"What does it mean?" Rose repeated, when the voice continued: "And the clever little girl. You're figuring me out as we speak." Lily swallowed as it continued. "But so lonely, so alone, even when surrounded by those she thinks are her friends."

"Lily, don't listen to him!" The Doctor shouted, but Lily couldn't reply. "You, brave child will also be lost to the man called Doctor, erased by his own hand." Lily's eyes widened. "Doctor…" she whispered, and the voice continued: "You will die and I will live."

The image on the monitor changed, the Ood replaced by a red, roaring, horned beast, before it disappeared. "What the hell was that?" Danny asked, terrified while Toby was looking horrified. "I had that thing inside my head." He said hoarsely, while Rose continued to repeat into the comm: "Doctor, what did it mean?"

"What do we do? Jefferson?" Danny asked frantically and Jefferson spoke into his wrist comm. "Captain? What's the situation on strategy nine?" Danny added panicked: "Zach, what do we do?" and Toby murmured rattled: "The planet, the orbit, the black hole. Everything's true."

"Captain, report." Jefferson demanded. "We've lost pictures, Mister Jefferson." Zach replied, and everyone continued to speak at once. "Doctor, how did it know all of-" Rose was asking as Ida said: " **"** Did anyone get an anala-" "Jefferson." Zach began. It was beginning to give Lily a headache.

 **"** Stop." The Doctor began, but they all continued. "What did it mean?" Rose asked freaking out. "Everyone just stop." The Doctor tried again, but Danny was crying: "What do we do?" While Jefferson continued to call into his wrist comm: "Report."

Suddenly there was a loud squeal of feedback through the comms, shutting everyone up as they flinched. Lily breathed again as the Doctor snapped: "You want voices in the dark, then listen to mine." He demanded. He added urgently: "That thing is playing on very basic fears. Darkness, childhood nightmares, all that stuff."

 **"** But that's how the devil works." Danny whispered and the Doctor snapped back: "Or a good psychologist." Ida protested: "Yeah, but how did it know about my father?" The Doctor paused for a second before saying: "Okay, but what makes his version of the truth any better than mine, hmm? Cos I'll tell you what I can see. Humans. Brilliant humans."

Lily smiled as the Doctor continued. "Humans who travel all the way across space, flying in a tiny little rocket right into the orbit of a black hole, just for the sake of discovery. That's amazing!" The Doctor cried. "Do you hear me?" He repeated. "Amazing, all of you. The Captain, his Officer, his elders, his juniors, his friends. All with one advantage." He encouraged.

"The Beast is alone. We are not. If we can use that to fight against him-" There was a sharp sound as the Doctor broke off, and Lily watched in horror as the pod cable that had been pulling the Doctor up, snapped right before their eyes.

"Get out!" They heard the Doctor scream, probably at Ida. They watched in terror as the cable fall down, whipping its way down the drill hole, before there was a loud bang and smoke flew up through the chute.

"Doctor, we lost the cable!" Rose screamed desperately into the comm. "Doctor, are you all right? Doctor!" Lily's hands tightened on the console, gripping it so hard her knuckles cracked. "Comms are down." Zach called over, and Lily snapped: "No, really?" while Rose kept screaming: "Doctor? Doctor, can you hear me?"

"I've still got life signs, but we've lost the capsule." Zach informed, and Lily breathed- at least he was alive…for now. "Say something. Are you there?" Rose kept shouting hysterically into the comm while Zach continued: "There's no way out. They're stuck down there."

Lily paled, as if she could go any paler. "But the air- how much oxygen do they have left?" She asked frantically. "Sixty minutes." Jefferson said, while Zach corrected: "Fifty five." Lily turned to peer down the chute, as did Rose.

"But we've got to bring them back." Rose said desperately, and Jefferson sighed. "They're ten miles down. We haven't got another ten miles of cable." There was a loud bang on the door behind them, and they all whipped around, Jefferson pointing his gun at the door.

"Captain?" He called into his wrist comm, and the door banged again sending up sparks. "Situation report." "It's the Ood." Zach replied. "They're cutting through the door bolts. They're breaking in."

Jefferson reported as he checked the door: "Yeah, it's the same on door 25." Jefferson headed back to them as Rose whimpered: "How long's it going to take?" Jefferson replied tightly: "Well, it's only a basic frame, it should take ten minutes."

"Brilliant." Lily muttered, and another bolt was snapped sending sparks on their side of the door. "Eight." Jefferson corrected, and Lily snapped: "Bloody brilliant!" "I've got a security frame." Zach said. "It might last a bit longer, but that doesn't help you."

"Right." Rose said quickly. "So we need to stop them, or get out, or both." There was another bang as another bolt snapped. Danny said sarcastically: "I'll take both, yeah? But how?" He demanded and Lily and Rose paused. "You heard the Doctor." Rose said. "Why do you think that thing cut him off? Cos he was making sense. He was telling you to think your way out of this."

At the men's blank looks, Rose cried in exasperation: "Come on! Lily, think, you're smart, and you know how the Doctor thinks." She ordered, and Lily nodded thoughtfully. "Lights first, we need to be able to see." Lily said, and Rose agreed.

"Right, for starters, we need some lights." She said frantically. "There's got to be some sort of power somewhere." **"** There's nothing I can do. Some Captain, stuck in here, pressing buttons." Zach said bitterly, and Rose tried to encourage him: "That's what the Doctor meant. Press the right buttons."

Zach snapped, his nerves frazzled: "They've gutted the generators." "What about the rocket? Doesn't it have energy?" Lily asked him, trying to figure something out. There was a pause and Zach murmured: "You're right. The rocket's got an independent supply. If I could reroute that… Mr. Jefferson." He ordered: "Open the bypass conduits. Override the safety."

Jefferson quickly set the gun down and worked at the controls. "Opening bypass conduits, sir." Lily grinned. Zach reported: "Channeling rocket feed in three, two, one. Power." The lights switched on and Rose said ecstatically, clapping her hands: "There we go." Danny crowed: "Let there be light!"

"But we need to figure a way out." Lily said, her lips pursed in thought. Rose turned to Jefferson. "What about that strategy nine thing?" Rose asked, but he shook his head. "Not enough power. It needs a hundred percent." He told her and Rose mumbled: "Alright, we need a way out. Zach, Mr. Jefferson, you start working on that, help Lily. Toby, what about you?" She turned to the man.

"I'm not a soldier. I can't do anything." He said, turning away in disappointed anger but Lily called: "You're the archeologist, and we need that. We need information." She paused to level a look at him. "So show me what you've got. What do you know about the pit?"

"Well, nothing. We can't even translate the language." Toby said, Rose said dejectedly: "Right." "Hold on. Maybe." Toby said slowly. "What?" Lily asked as Rose turned back to him and asked: "What is it?"

Toby hesitated, stumbling through his words. "Since that thing was inside my head, it's like the letters made more sense." "That's a good start." Lily encouraged as Rose ordered: "Well, get to work. Anything you can translate, just anything." Toby nodded and grabbed a pad, beginning to write on it.

She turned to Danny. "As for you, Danny boy. You're in charge of the Ood. Any way of stopping them?" Danny just looked at her. "Well, I don't know." He admitted. "Then find out." Rose suggested threateningly. "The sooner we get control of the Base, the sooner we can get the Doctor out. Now get going."

When he didn't move, she pushed him. "Shift." She ordered as Lily said to Jefferson: "Look up the pipes, ventilation shafts, maybe find some tunnels, anything we can go through to get away." He nodded, and said: "Open junctions five, six, seven. Reroute filters sixteen to twenty four. Go."

As Jefferson worked the controls, Danny, Rose and Lily stood by the monitor where Danny said thoughtfully: "There's all sorts of viruses that could stop the Ood. Trouble is, we haven't got them on board." He began to type randomly while Rose scoffed.

"Well, that's handy, listing all the things we haven't got." Rose said, sounding uncannily like the Doctor. "We haven't got a swimming pool either." "What about using their telepathic nature?" Lily interjected, but Danny shook his head, opening his mouth to speak as he typed.

"Or a Tesco's." Rose continued, and the screen blinked. Lily stared at it as the word 'affirmative' appeared in huge letters. "Oh, my God." Danny said, disbelievingly. "What is it?" Lily asked as she peered at the screen.

"It says yes. I can do it." He cried as he switched the screen to a broadcast flare currently set at basic zero. "Hypothetically, if you flip the monitor, broadcast a flare, it can disrupt the telepathy. Brainstorm!" He grinned at Lily.

"What happens to the Ood?" Rose asked, and Danny replied: "It'll tank them, spark out." Rose smiled, and she said enthusiastically: "There we are, then. Do it!" Danny shook his head.

"No, but I'd have to transmit from the central monitor." He explained. Lily nodded, a plan forming. "We need to go to Ood Habitation." Rose's face fell, but there was another bang on the door and she glanced at it.

"That's what we'll do, then." Rose said hurriedly. "Mr. Jefferson, sir. Any way out?" She called, and Jefferson nodded. "Just about. There's a network of maintenance tunnels running underneath the base. We should be able to gain access from here."

Lily frowned as Rose smiled. "Ventilation shafts." Rose beamed, and Lily cut across: "Maintenance tunnels? But is there air?" Jefferson shook his head. "I appreciated the reference, but there's no ventilation." He sighed to Rose before confirming for Lily.

"No air, in fact, at all. They were designed for machines, not life forms." Rose's face had fallen again, and there was another bang. "Any chance we could extend the oxygen field?" Lily asked. Jefferson shook his head, then paused suddenly, thoughtful.

Zach's voice came over. "I can manipulate the oxygen field from here. Create discrete pockets of atmosphere. If I control it manually, I can follow you through the network."

Lily smiled, clapping. "Brilliant!" She said. "Captain Zach, you're a genius." "Right, so we go down," Rose began to plan, "and you make the air follow us by hand." Lily could almost hear Zach sigh.

"You wanted me pressing buttons." He joked half-heartedly, and Rose chirped back: "Yeah, I asked for it. Okay, we need to get to Ood Habitation. Work out a route." "Please." Lily added jokingly.


	27. 10-2 Leaving the Doctor

The Ood were almost through the door now as Lily, Rose Jefferson and Toby pulled up the grating on the floor. "Danny!" Rose shouted at the young man standing by the console. "Hold on! Just conforming." He replied, typing away.

"Dan, we got to go now!" Jefferson shouted at him. Another bolt snapped as the door sparked. "Come on!" Jefferson shouted, when Danny crowed: "Yeah!" He reached to the side and grabbed an orange computer chip the machine had ejected. He ran towards them as he explained: "Put that in the monitor and it's a bad time to be an Ood."

"We're coming back." Rose said hurriedly, rechecking with the crew. "Have you got that? We're coming back to this room and we're getting the Doctor out." Jefferson looked exasperated.

"Okay." He said, before urging Danny forward: "Danny, you go first, then you, Miss Tyler," he pointed at Rose, then at Lily, "then Miss Tyler, then Toby. I'll go last in defensive position. Now, come on, quick as you can!"

Lily jumped down in after Rose, and they sat waiting for the others as Rose wrinkled her nose. "God, it stinks. You alright?" She asked looking at Danny. "Yeah, I'm laughing." He said sarcastically before asking Zach through his wrist comm: "Which way do we go?"

"Just go straight ahead. Keep going till I say so." Zach replied. Jefferson jumped through at last, closing the entrance behind him. Just in time too- Lily heard the Ood breaking through the door as Danny and Rose crawled down the tunnel. Lily and the rest followed quickly.

"Not your best angle, Danny." Rose joked as she followed behind Danny. "Oi, stop it." Danny said, and Lily laughed until Toby teased: "I don't know, it could be worse." Lily's smile dropped. "Oi!" She shouted back at him, and Rose laughed.

"Straight on until you find junction seven point one." Zach ordered them. "Keep breathing. I'm feeding you air. I've got you." They finally reached seven point one, and Danny called: "We're at seven point one, sir."

"Okay, I've got you. I'm just aerating the next section." Zach responded. "Getting kind of cramped, sir. Can't you hurry up?" Danny asked, half-teasing half-desperate as they sat, gasping in the tunnel.

 **"** I'm working on half power, here." Zach reminded him, and Jefferson mumbled: "Stop complaining." "Mr. Jefferson says stop complaining." Rose informed Danny, who snapped: "I heard." "He heard." Rose called back to Jefferson, and Lily gasped a faint laugh as Rose winked at her.

"But the air's getting a bit thin." Toby said into his wrist comm, and Rose reported to Jefferson with a jerk of her head in Toby's direction: "He's complaining now." "I heard." Jefferson answered. There was a brief pause, then Rose sniffed.

"Danny, is that you?" She asked as she pulled a face. Lily got it too, and she wrinkled her nose as Danny said defensively: "I'm not exactly happy." "I'm just moving the air." Zach told them. "I've got to oxygenate the next section. Now, keep calm or it's going to feel worse."

There was a bang from behind, which then echoed. "He had to say that." Lily moaned, and Danny asked: "What was that?" Jefferson moved, cocking his gun as he stared down the tunnel. "Mr. Jefferson, what was that?" Rose asked, afraid as Toby asked: "What's that noise?"

Jefferson spoke into his wrist comm: "Captain, what was that?" He asked, and Zach replied tersely: "The junction in Habitation Five's been opened. It must be the Ood. They're in the tunnels!" He warned.

"Well, open the gate." Danny said, terrified, and Zach snapped back: " I've got to get the air in!" "Just open it, sir." Danny shrieked, and Rose cut in: "Where are they? Are they close?" Zach replied: "I don't know. I can't tell. I can't see them. The computer doesn't register Ood as proper life forms."

"Well that's brilliant! Whose idea was that?" Lily spat, and Danny screamed: "Open the gate!" The gate slid open, and Danny paused, unsure where to go. "Danny, turn left. Immediate left." Zach ordered, and Danny scurried forward, the others following immediately.

Jefferson slid after them, crawling backwards, still pointing the gun down the tunnel. "The Ood, sir." Jefferson called. "Can't you trap them? Cut off the air?" Zach replied: "Not without cutting off yours."

He then addressed Danny: "Danny, turn right. Go right! Go fast, Dan. They're going to catch up." He warned, and Danny sped up. "I'll maintain defensive position." Jefferson shouted. "You can't stop!" Rose shouted, and Lily paused to look back at the man.

"Miss Tylers, that's my job. You've got your task, now see to it." Jefferson ordered. "You heard what he said, now shift." Toby ordered, and Rose pushed ahead, but Lily stopped horrified. Toby grabbed her, dragging her through. Lily whimpered as she heard Jefferson firing shots, but hurried after Rose and Danny so that Toby wouldn't be the next one they lost.

Danny suddenly stopped. "Eight point two. Open eight point two. Zach!" He yelled between gasps. "Open eight point two!" "I've got to aerate it." Zach replied tersely and Danny shouted: "Open it now!" **"** I'm trying." Zach bit out.

Danny started to pound desperately on the gate, and Rose ordered: "Danny, stop it. That's not helping." Lily added: "You'll just consume more oxygen." The sound of gunfire was getting closer. "Zach, get it open!" Toby shouted. Zach spoke: "Jefferson, I've got to open eight point two by closing eight point one. You've got to get past the junction. Now move."

There was a pause, and Lily winced as the sound of gunfire stopped. "That's an order, now move!" Zach yelled. Lily jumped as a sharper shot sounded- a pistol. Jefferson must've run out of ammunition on the machine gun.

And then the shots stopped completely; Jefferson must've run out of all ammo. And yet, she still couldn't hear him move back towards them. Lily listened anxiously as Zach shouted: "I'm going to lose oxygen, Jefferson, I can't stop for your dramatics!"

The gate finally opened, and Danny scrambled through as he cried: "That's it! Come on!." Toby followed quickly, but Rose and Lily hesitated, waiting for Jefferson to appear.

 **"** Danny, turn left and head for nine point two. That's the last one." Zach ordered, before he shouted: "Jefferson, you've got to move faster." Lily pushed Rose through. "John, move!" Zach yelled, and Lily slid through as the gate began to close.

"Mr. Jefferson!" Rose and Lily cried as they saw the man crawling towards them quickly. "Keep going!" Toby yelled at them, pushing Rose ahead of him and reaching to grab Lily as the brunette screamed: "Mr. Jefferson!"

Toby pulled her around the corner behind him, but Lily just saw the gate close right in front of poor Mr. Jefferson. Lily gave a dry sob as she crawled after Toby, and Mr. Jefferson's voice came over the comms.

"Regret to inform, sir," the man gasped out as he caught his breath, "I was a bit slow. Not so fast, these days." Lily sobbed again as Zach said through gritted teeth: "I can't open eight point one, John. Not without losing air for the others."

"And quite right too, sir." The brave old man replied. "I think I bought them a little time." They finally stopped at their gate, and they all sat gasping as they listened in on the conversation. "There's nothing I can do, John." Zach whispered. "I'm sorry."

 **"** You've done enough, sir." Jefferson replied strongly. "Made a very good captain under the circumstances." Danny's eyes shone with tears as Rose fought back tears. "May I ask, if you can't add oxygen to this section, can you speed up the process of its removal?" Another tear spilled down Lily's cheek and she gave a sob as she understood.

"I don't understand." Zach said confused. "What do you mean?" He asked, and Jefferson said softly: "Well, if I might chose the manner of my departure, sir, lack of air seems more natural than, well, let's say death by Ood. I'd appreciate it, sir!" The man said bravely.

"God speed, Mr. Jefferson." Zach said, and Jefferson replied softly: "Thank you, sir." There was a pause and the tears began to stream down Lily's face while the others sat in silence. "Report," Zach began, "Officer John Maynard Jefferson PKD, deceased  
with honours."

Rose and Danny continued to fight back tears, while Toby looked up as though praying to whatever heavens existed. "43 K two point one." Zach finished as Lily bowed her head, tears falling onto her hands as she mourned the loss of the brave old man.

"Zach," Danny spoke, his voice hoarse, "we're at the final junction, nine point two." Rose and Toby leaned their heads back in sorrow as Lily wiped her eyes, head still bowed. "And er, if my respects could be on record. He saved our lives."

"Noted." Zach replied, his voice also tight as though he was fighting his emotions as well. "Opening nine point two." Zach informed, and the gate slid open to reveal Oods waiting for them.

"Lower nine point two!" Rose shrieked as they all jumped, backpedalling away from the gate. "Hurry, Zach!" Rose shouted as Danny yelled: "Back! Back! Back!" "We can't go back!" Toby cried.

"The gang point's sealed off. We're stuck." Toby shouted, and Lily looked up. Rose saw her glance, and the girls pushed frantically at the grate above them. "Come on! Up!" Rose shouted, as Lily hopped out. She glanced to see she was near door 32.

"Hurry!" Lily said, helping Rose up. "Come on! Toby, come on!" Rose shouted as the girls hauled Danny up. The Ood had arrived right before Toby, and Lily looked down anxiously but it was silent for a moment.

Lily frowned as Rose shouted: "Toby, get out of there!" "Help me! Oh, my God. Help me!" Toby screamed, and Lily shook off the nervous twist in her gut for the moment as they helped pull the man up. "Come on." Rose grunted as Toby stood.

The door opened behind them, and they looked back in horror to see Oods approaching them. "It's this way." Danny said urgently, and they ran for the other door. They sped along the corridors, Danny leading and Lily right behind, Rose following and Toby bringing up the rear.

They ran into the Ood habitation, and Rose shouted: "Get it in!" as they approached the console. "Danny, get down." Toby said as they saw Ood downstairs. Lily was breathing hard as she watched the Ood begin to walk towards the stairs, and Rose shrieked: "Transmit!"

"I'm trying, I'm trying!" Danny shouted back as he rummaged through his pockets for the chip. "I'm getting at it." "Danny, now!" Lily shrieked as the Ood made their way up the stairs. He pulled the chip out, as Rose shouted hysterically: "Danny, get that thing transmitting!"

He slammed the chip in, just as the first Ood had made its way onto their catwalk, and the basic reading fell immediately from 100 to 0. Lily watched as the Ood all grabbed their heads, moaning in pain and writhing before they finally collapsed, unmoving.

"You did it!" Rose gasped, looking at Danny. "Oh my God, we did it." Lily whispered. "We did it!" Rose screamed ecstatically, and she hugged Danny. "Yes!" Danny shouted, and Rose let him go to rush at Toby. Lily hugged Danny as Rose hugged Toby. The girls then squealed as they hugged while the guys shared a hug. Lily was smiling as she let Rose go, and moved to hug Toby.

"Zach, we did it." Rose said into the comm, and Lily let Toby go, still beaming. "The Ood are down. Now we've got to get the Doctor." "I'm on my way." Zach responded, and Lily led the way as they headed back to the drilling area.

* * *

They all clambered into the drilling room, Rose pushing ahead to reach the comm. "Doctor, are you there?" She called desperately. "Doctor, Ida, can you hear me?" Zach walked in behind them. "The comms. are still down." He said. "I can patch them through the central desk and boost the signal. Just give me a minute."

Lily sighed. "Couldn't you do that earlier?" She joked half-heartedly, worried about the Doctor and feeling very drained after the events in the past few hours. Zach just sent her a look before starting to work on the consoles.

Rose continued to call into the comm, waiting for the signal to go through: "Doctor, are you there? Doctor? Doctor, are you there? Doctor, Ida, can you hear me? Are you there, Doctor?" Finally they got a reply, but it made Lily's blood go cold.

"He's gone." Ida whispered. "What do you mean, 'he's gone'?" Rose demanded, her eyes wide and suddenly blinking back tears. Lily reached out, gripping Rose's hand in hers as they shared their shock, horror and despair. "He fell into the pit." Ida replied. "And I don't know how deep it is. Miles and miles and miles."

 **"** But what do you mean, he fell?" Rose questioned, while Lily closed her eyes. The Doctor probably went down, him and his stupid curiosity and his stupid noble heart. "I couldn't stop him." Ida replied. "He said your name. Both of you girls, if Lily's there." Rose just stood there in shock, while Lily bowed her head, both girls blinking away tears.

Zach took the comm from Rose, and she let it go numbly. **"** I'm sorry." He murmured to them, before saying into the comm: "Ida? There's no way of reaching you. No cable, no back up. You're ten miles down. We can't get there."

"You should see this place, Zach." Ida whispered back. "It's beautiful. Well, I wanted to discover things, and here I am." Her voice broke at the end and Zach swallowed. "We've got to abandon the base." He told her sadly but firmly. "I'm declaring this mission unsafe. All we can do is make sure no one ever comes here again."

 **"** But we'll never find out what it was." Ida spoke, her voice quivering. "Well, maybe that's best." Zach replied, and Ida agreed: "Yeah." They paused, Zach bowing his head before he said: "Officer Scott-" She interrupted: "It's all right. Just go. Good luck." She tried to sound cheery, and the men all blinked back tears as well as they silently said farewell to another crewmember.

 **"** And you." Zach replied to her, before putting the comm down. "Danny, Toby, close down the feed links. Get the retrotropes online," both men nodded, moving to the console to follow orders while Lily and Rose stood still, "then get to the rocket and strap yourselves in. We're leaving."

Rose turned to him at last, and she said firmly: "I'm not going." Lily turned to gaze at her cousin sadly as Zach told her: "Rose, there's space for you." Rose whispered: "No, I'm going to wait for the Doctor. Just like he waited for me."

Zach bowed his head, before saying firmly: "I'm sorry, but he's dead." Lily flinched visibly at that while Rose argued: "You don't know him. 'Cause he's not." Rose's voice began to shake. "I'm telling you, he's not." She was fighting back tears now. "And even if he was, how could I leave him all on his own, all the way down there? No, I'm going to stay."

Zach nodded. "Then I apologise for this. Danny, Toby? Make her secure." Both men grabbed her. "Oi!" Lily shouted while Rose protested. "No, no. No! No! No!" "Rose, calm down!" Lily shouted but Rose was fighting violently as she cried: "Let me go! Get off me!"

"Rose, the Doctor would want you safe!" Lily shouted, and Rose screamed: "I'm not leaving!" Zach injected Rose with something and the girl gasped: "No." "Rose!" Lily screamed as the blonde girl collapsed, and the men placed her down gently. "What've you done to her?!" Lily shouted at Zach.

"Don't worry, she's just knocked out." He said, turning to face Lily. "I have lost too many people. I am not leaving you two behind. What is your choice?" He asked her seriously, and Lily paused, her shoulders slumping. "The Doctor would want her safe, and if he's still alive down there, he'll find a way back to her." Lily replied sadly. "So, I'm going to keep her safe until he does."

Zach looked at her. "And you don't think he'd come back for you?" He asked seriously and Lily shrugged. "He loves her," she gestured at Rose, "there's no real comparison." Zach looked at her contemplatively.

"I wouldn't be so sure." He said, and Lily frowned but he turned to Danny and Toby: "Let's get her on board." He ordered, and they helped place Rose over his shoulder, and he carried her to the rocket, the others following.

Lily paused briefly to stare down the chute. She knew the Doctor wouldn't have done something without the firm conviction that he was right; or so she hoped. She had to believe he'd be alright, because she couldn't let Rose die here. She loved him… but she loved her cousin as well. She just had to believe he'd come back to them. With that resolution, she followed the others out.

They stepped out into the corridor, and Toby flinched. "Did that one just move?" He asked, pointing at an Ood. "It's the telepathic field. It's reasserting itself." Danny explained. Lily peered down to see the Ood's red eye twitching, it's head bobbing as it tried to move.

"Move it." Zach ordered, gesturing for them to go on ahead. "Get to the rocket. Move!" He said, and Toby took the lead, Danny following with Lily and Zach bringing up the rear as he carried Rose.

* * *

They were all strapped into the rocket, with Zach and Lily in front, the others in the back. Rose was still out as Zach reported: "Dislocating B clamp. C Clamp. Raising blu-nitro to maximum. Toby, how's the Negapact feed line?"

Toby was leaning up to flip switches and he called, "Clear" as he flipped the last one. "Ready to go, sir. For God's sakes, get us out of here!" "Captain," Danny said suddenly, "I think we're going to have a problem passenger."

Lily twisted in her seat to see Rose was coming to. "Keep an eye on her." Zach ordered. Rose looked around alarmed. "Wait. We're not-" she began, and Danny soothingly: "It's all right, Rose. You're safe."

"I'm not going anywhere!" Rose cried. The rocket engines flared. "Get me out of this thing! Get me out!" Rose shouted as she struggled with her seatbelt. But the rocket began to lift and Zach crowed: "And lift off! Whoo!"

Rose sat in shock before she lunged for a bolt gun that was sitting on the floor beside her. "Take me back to the planet." Rose said desperately, pointing the gun at Zach. "Take me back!" She shouted. "Rose…" Lily said, as Zach replied nonchalantly: "Or what?" "Or I'll shoot." Rose threatened. Zach turned to look at her.

"Would you, though? Would you really?" He asked, lifting his eyebrows at her. "Rose," Lily interjected gently, "the Doctor wouldn't want you to do that." Rose glared at her cousin. Zach chimed in: "Sorry, but it's too late anyway. Take a look outside." They looked to see the rocket zooming far away from the black hole. "We can't turn back. This is what the Doctor would have wanted. Isn't that right?"

Rose turned to her cousin. "How could you? How could you abandon him like this?!" She shouted. Lily winced at that, and the men silently decided, unanimously, to let the girls work it out themselves.

"I couldn't let you die there. If the Doctor is gone, and I don't believe for a moment he is," Lily added as she saw Rose open her mouth. "But if he is, I couldn't leave you to join him." Rose interrupted, glaring at her cousin. "Why?" She spat venomously, and Lily sighed.

"Because you're my cousin, and I love you." She said gently, but Rose's frown deepened and she bit out: "But you love the Doctor as well." Lily tensed, staring at her cousin. Danny and Zach exchanged glances, wondering if they shouldn't intervene before there was full-out catfight.

"Yes, I do." Lily said finally, and Rose blinked in surprise. "I'm sorry, I couldn't help it, and I won't become an obstacle between you two." Lily went on and Rose stared at her cousin, mutely. _Does she not know?_ She wondered.

Lily continued: "But, I love you too, so I made the choice- I chose to save you. And I believe in the Doctor," she added and Rose looked at her questioningly. "I believe he's still alive, and I believe he will come back for you."

There was a silence as Rose digested this. "Believe, or choose to believe." Rose asked eventually. Lily looked at her levelly. "Choose to believe." She said firmly, and Rose gave a watery laugh.

"You always had to be the logical one." Rose murmured. Lily smiled back sadly, as Rose bit back tears.


	28. 10-3 Satan

*A/N Apologies in advance, lots of skipping around of P.O.V.s in this chapter

Toby started to chuckle darkly, and Lily immediately turned to him alarmed. Danny also looked at him. "What's the joke?" He asked annoyed, and Toby turned to him, grinning like a mad man. "Just, we made it." He said. "We escaped. We actually did it."

"Not all of us." Rose muttered flatly, but Lily wasn't paying attention as she stared at Toby, her eyes narrowed. It could just be nothing… but her gut was telling her it was something. Her mind just had to figure out what.

"We're not out of it yet." Zach murmured. "We're still the first people in history to fly away from a black hole. Toby, read me the stats." He ordered, and Lily also peered at the monitor. "Gravity funnel holding, sir. Always holding." Toby said, grinning manically.

* * *

Doctor's P.O.V.

The Doctor stood in the pit, staring up at the giant horned beast he had found when he had landed. The Doctor had fallen to find that he could breathe, thanks to an air pocket that also softened his landing. He had spotted two bronze urns on pedestals, and had worked out they were acting as gates, or bars, only to gaze upon the beast. It was giant, the Doctor probably the size of its pinky finger. It was also chained back, as it roared and bared its teeth at the Doctor.

"I accept that you exist." The Doctor began. "I don't have to accept what you are, but you're physical existence, I'll give you that." He paused with a frown. "I don't understand. I was expected down here. I was given a safe landing and air. You need me for something. What for?" The Beast simply roared at him.

"Have I got to, I don't know, beg an audience?" The Doctor mocked. "Or is there a ritual? Some sort of incantation or summons or spell? All these things I don't believe in, are they real? Speak to me! Tell me!" The Beast just growled at him as it stared. "You won't talk. Or… you can't talk." He realized. "Oh, hold on, wait a minute, just let me." The Doctor's mind raced. "Oh! No. Yes! No. Think it through." He scolded himself.

"You spoke before." The Doctor muttered. "I heard your voice. An intelligent voice. No, more than that. Brilliant. But, looking at you now," he said slowly as he looked the creature up and down, "all I can see is Beast. The animal. Just the body." He realized. "You're just the body, the physical form. What's happened to your mind, hmm? Where's it gone? Where's that intelligence?" He wondered, and then paused, his eyes lifting to the sky. "Oh, no." The Doctor breathed as he stared up towards where he had heard the rocket leaving earlier.

* * *

Lily P.O.V.

"Stats at fifty three." Toby was reading off the monitor, while Rose sulked in the corner. "Funnel stable at sixty six point five. Hull pressure constant. Smooth as we can, sir, all the way back home. Coordinates set for planet Earth."

* * *

Doctor P.O.V.

 **"** You're imprisoned," the Doctor was finally figuring it all out as he looked at paintings lining the wall. "Long time ago. Before the universe, after, sideways, in between, doesn't matter. The prison is perfect. It's absolute, it's eternal. Oh, yes!" He said as he found the painting that explained it.

"Open the prison, the gravity field collapses. This planet falls into the black hole! You escape, you die. Brilliant! But that's just the body. The body is trapped, that's all. The devil is an idea. In all those civilisations, just an idea." The Doctor muttered. "But an idea is hard to kill. An idea could escape. The mind. The mind of the great Beast. The mind can escape!" He paused, before a realization came to him.

"Oh, but that's it!" He exulted. "You didn't give me air, your jailers did. They set this up all those years ago! They need me alive, because if you're escaping, then I've got to stop you." He shouted at the beast, and it roared at him. The Doctor picked up a large rock. "If I destroy your prison, your body is destroyed. Your mind with it."

He raised the rock up to smash the urn, holding it above his head when he paused. He looked in realization at the beast, and then dropped the rock as he mused: "But then you're clever enough to use this whole system against me. If I destroy this planet, I destroy the gravity field. The rocket. The rocket loses protection and falls into the black hole. I have to sacrifice Rose… and Lily." He realized, his face darkening.

* * *

Lily P.O.V.

"Something's not right here." Lily murmured at last. She looked at Rose, who glanced back at her. "What?" She asked, and Lily frowned as she continued. "A beast that was clever enough to try manipulate our fears, managed to trap the Doctor, and he lets us go? He didn't think we'd find a way to stop the Ood? And with something as simple as their telepathy?"

Rose frowned. "You're right it doesn't make sense." She admitted. "We escaped, but there's a thousand ways it could've killed us. It could've ripped out the air or, I don't know, burnt us, or anything. But it let us go. Why? Unless it wanted us to escape?"

"Hey, Rose," Toby interrupted, "do us a favour." Rose looked at him and he glared at her. "Shut up." He said flatly. Lily frowned at him, her eyes narrowing. Toby continued: "Almost there. We'll be beyond the reach of the black hole in forty, thirty nine,"

* * *

Doctor P.O.V.

 **"** So, that's the trap." The Doctor said. "Or the test, or the final judgment, I don't know. But if I kill you, I kill her." The Doctor said darkly. "Her, and Rose, and everyone on that ship." The beast roared at him, and the Doctor's eyes narrowed. He suddenly straightened up, his hands behind his back as he continued to muse.

"Except that implies in this big grand scheme of Gods and Devils that she's just a victim. But I've seen a lot of this universe." The Doctor said as he walked before the beast, "I've seen fake gods and bad gods and demi-gods and would-be gods, and out of all that, out of that whole pantheon, if I believe in one thing, just one thing," he paused as he thought of how clever Lily was, "I believe in her."

He ran back, grabbed the rock he'd dropped earlier and smashed the urn, before running to smash the second one. "This is your freedom. Free to die. You're going into that black hole and I'm riding with you."

* * *

Lily P.O.V.

The rocket rocked and rattled suddenly, and Danny shouted: "What happened? What was that?" Toby yelled angrily as he glared around wildly: "What's he doing? What is he doing?" "Zach?" Lily asked but she kept her eyes on Toby as best she could amidst the shaking, and Zach replied: "We've lost the funnel. Gravity collapse!"

"What does that mean?" Rose asked terrified, and Zach replied curtly: "We can't escape. We're headed straight for the black hole!" He yelled, and they could physically feel the pull of the black hole as the rocket spun, before it was dragged backwards, heading right for the center of the burning star.

"It's the planet." Rose said, staring out the window. "The planet's moving. It's falling." She reported, and Lily said: "It's a trap." She was staring with narrowed eyes at Toby, and Rose also looked, only to jump back in horror. The man was staring right at Rose, his face was covered in symbols again and his eyes were a brilliant red.

"I am the rage." He said in a deep voice, and Lily cried: "I told you he wasn't clean!" while Rose said frantically: "It's Toby. Zach, do something." Toby turned to Lily as he continued angrily in the deep voice: "And the bile and the ferocity." Rose screamed: "Just do something!" Toby continued over Rose's shrieking, staring at Lily intently: "I am the Prince and the Fall and the enemy. I am the sin and the fear and the darkness."

"It's him!" Danny finally caught on. "It's him! It's him!" He shrieked in fear, and Zach yelled: "Stay where you are. The ship's not stable!" Toby suddenly breathed fire at Lily, and she pulled back, away from it, her eyes still narrowed.

"What is he? What the hell is he?" Zach yelled, also terrified. "He's the beast, Satan, the Devil, whatever you want to call him." Lily answered calmly. Toby glared at her as he hissed: "I shall never die. The thought of me is forever. In the bleeding hearts of men, in their vanity and obsession and lust."

"But not the Doctor, you asked 'What is he doing?', the Doctor's destroyed your physical body." Lily said, figuring it out as she glanced at Rose, her finger pointed to the bolt gun. Rose saw her gesture, and picked it up, holding it tightly. The beast hadn't noticed, it was in such a rage.

"Nothing shall ever destroy me. Nothing!" Toby screamed in anger, and Lily snapped at him: "You are beaten, that planet was a trap for you wasn't it? You broke out, the planet went into emergency state, turning into the black hole to drag you in. It was a trap for you, and the Doctor has your body, we can destroy your mind!" She glanced at Rose, then looked at Toby's seatbelt. Rose looked at her puzzled, trying to figure it out.

Toby focused in on the brunette girl. "You, you clever girl, you are nothing, your Doctor cannot save you now, he has not beaten me, and you little humans are nothing compared to me!" Lily jerked her head again, this time to front window shield. Rose finally understood. She cocked the gun at the shield.

"Go to hell." Rose said darkly, and she shot. The glass shattered, and Rose quickly unbuckled Toby, causing him to fly out the window, getting sucked into space. They watched the demon get sucked into the black hole, and Zach yelled: "Emergency shield!" A metal shutter sealed off the front screen, but the rocket was still plummeting towards the black hole.

"We've still lost the gravity funnel. We can't escape the black hole." Zach cried, and Rose answered: "But we stopped him. That's what the Doctor would've done." She smiled a little at Lily. Lily smiled back softly as she added: "And at least we're still together."

Rose nodded, the two girls reconciled, but Zach snorted. "Some victory. We're going in." "Well then, at least we're going in with a bang." Lily answered, somewhat irritably. "The planet's lost orbit. It's falling!" Danny cried. Lily looked at the monitor, and saw Danny's words were true.

They watched as the planet disappeared into the hole, and the screen fuzzed before turning red. "The planet's gone." Danny said in shock. Rose looked completely hopeless. "I'm sorry." Danny whispered as his eyes teared.

"Accelerate." Zach tried, but the engines failed and they headed closer to the black hole. "I did my best." Zach said sadly, and Lily shook her head. "We all did the best we could." She said simply. "Thanks for trying Zach." He nodded at her, before trying to joke: "But hey! The first human beings to fall inside a black hole. How about that? History."

The shaking got worse, and they all clung on as they each gave up in despair. Lily was the last to close her eyes, resigning herself to her fate… when suddenly the shaking stopped. They all blinked, looking around. "What happened?" Rose asked, and Danny looked around wildly with tears still in his eyes. The rocket began to spin. "Oh my God." Lily said in disbelief as Zach said: "We're turning. We're turning around. We're turning away!" He cried in disbelief.

Suddenly, there was the sound of static, and the Doctor's voice came through the comms: "Sorry about the hijack, Captain." Lily started laughing in sheer relief. "This is the good ship Tardis." The Doctor said. "Now, first thing's first. I can hear Lily Tyler. Have you also got a Rose Tyler on board?" The Doctor asked.

"I'm here!" Rose shouted gleefully. "It's me! Oh, my God. Where are you?" She asked, almost crying with laughter while the two men sat dumbfounded. "I'm just towing you home." The Doctor said. "Gravity schmavity. My people practically invented black holes. Well, in fact, they did." He corrected himself and Lily laughed. "'Gravity schmavity'? Really?" She teased, and the Doctor replied: "Oi, you, be nice, I just saved you from a black hole."

She laughed again, and the Doctor said: "In a couple of minutes, we'll be nice and safe. Oh, and Captain?" He added, and Zach looked up questioningly. "Can we do a swap?" The Doctor asked. "Say, if you give me Lily and Rose Tyler, I'll give you Ida Scott? Two for the price of one? How about that?"

Zach's eyes widened. "She's alive!" He cried in relief and Danny crowed happily: "Yes. Thank God." "Yeah!" The Doctor replied, and he reported: "Bit of oxygen starvation, but she should be all right."

His voice lowered as he said regretfully: "I couldn't save the Ood. I only had time for one trip. They went down with the planet." Lily bowed her head. There was a pause, and then the Doctor cried, back to his cheery self. "Ah! Entering clear space. End of the line. Mission closed."

* * *

3rd Person P.O.V.

Rose ran into the Tardis, hugging the Doctor tightly in relief and happiness as Lily followed. The Doctor beamed at them, letting go of Rose to pull Lily into a tight hug. Lily answered it lightly, however, as she saw the pensive look on Rose's face. In the heat of the moment, she had admitted to Rose about her feelings. Rose wouldn't hold it against her, but Lily knew that know she would have to watch her step, and not interfere with the pair's relationship.

The Doctor let go of Lily finally, after having reassured himself she was really there and alright. He looked at her. "You figured it out, with Toby?" He asked, and she nodded. "Had some help, what with you destroying the planet and the beast's body." She told him, and he grinned. "That's my girl, knew you'd figure it out." Lily smiled back hesitantly.

The Doctor didn't notice as he moved to the console to communicate to the crew on the rocket, and Lily glanced at Rose. Rose's face had fallen a little, and Lily's stomach tied in knots. She loved her cousin, and she didn't want to be the cause of her pain. She slowly walked up to Rose as the Doctor called: "Zach? We'll be off, now. Have a good trip home." Lily reached out and grabbed Rose's hand.

Rose looked at her in surprise as the Doctor continued, oblivious: "And the next time you get curious about something. Oh, what's the point." He mumbled while Rose finally smiled at Lily, and she grinned back, the girls having come to a silent understanding. "You'll just go blundering in." The Doctor looked at the girls, surprised to see them holding hands. "The human race."

Ida's voice came over as she asked: "But Doctor, what did you find down there? That creature, what was it?" The Doctor shrugged as he admitted: "I don't know. Never did decipher that writing. But that's good, day I know everything? Might as well stop."

"What do you think it was, really?" Rose asked in a low voice, and the Doctor replied lightly: "I think we beat it. That's good enough for me." Rose frowned a little. "It said I was going to die in battle." She murmured worriedly, and Lily's brows also furrowed. The Doctor looked directly at Rose. "Then it lied." The Doctor replied, and Rose nodded, her eyes shining sadly.

The Doctor turned back to the crew. "Right, onwards, upwards. Ida? See you again, maybe." **"** I hope so." Ida whispered back. Rose piped up: "And thanks, boys!" Lily chimed in: "Zach, Danny, you guys were brilliant. Thank you."

"Hang on though, Doctor." Ida said suddenly. "You never really said. You three, who are you?" The Doctor paused, looking at the two girls. "Oh, the stuff of legend." He smiled at them and they grinned back as he pressed a button and the Tardis began to wheeze.

They were leaving but managed to catch Zach's ending report. "This is the final report of Sanctuary Base Six. Officer Tobias Zed, deceased, with honours. 43K two point one. Also Ood 1 Alpha 1, deceased with honours. Ood 1 Alpha 2, deceased with honours…"

The trio stood in silence. "Well, that's that." The Doctor said cheerily, and the girls nodded, laughing as they left to their rooms. As they all turned away from one another, their faces dropped as each thought about what the Beast had said, playing with their fears.

 _'The valiant child who will die in battle so very soon'._ The words played over and over in Rose's mind, and she swallowed in fear. _It was just a ruse to scare me, right?_ She thought.

Lily's mind wandered her own fears read back to her: ' _But so lonely, so alone, even when surrounded by those she thinks are her friends'._ The beast had said it so calmly, worded it so well. But Lily shook her head defiantly, knowing she was with friends. _It might be my own insecurities, but they will always have my back._ She thought, confidently.

The Doctor's mind was haunted by the truth: ' _The killer of his own kind'._ But as the words replayed in his mind, he found himself pondering over different words, words that spoke of things to come. ' _You, brave child, will also be lost to the man called Doctor, erased by his own han_ d'. The words spun in his mind because he couldn't shake the feeling that the Beast had spoken the truth. He shuddered. _I would never…_ He thought as he looked down at the hands that had killed so many already, his own people even. … _Would I?_ And he felt despair while he sat all alone in the Tardis, staring down at his hands.


	29. 11 Love and Monsters

Lily sighed. They'd been on several more adventures by this point, and she was starting to really feel the tension between herself and Rose, and by extension between herself and the Doctor. She'd been trying to avoid having time alone with him, but Rose had still sort of drifted from her, while her cautious actions around the Doctor left him wondering what was wrong.

The tension wasn't completely there, it was barely noticeable most of the time to be honest, especially when they were in the middle of running away or towards various aliens, but it was still there. Rose seemed uncomfortable, although Lily tried hard to show her that she valued Rose's friendship more than a shot at romance with the Doctor.

That said, most of the time the three got along as well as they usually did. They were just in the middle of laughing as they reminisced about the weird Hoix, a really bad tempered alien with sharp teeth that they'd run into on Earth a while back.

Lily was laughing hard as the Doctor re-enacted Rose's hilarious throwing of the blue bucket's contents on the alien (contrary to the Doctor's specific orders of _not_ blue) and Rose mimicked the Doctor's ridiculous antics with the pork chop where he'd brandished the meat in front of the Hoix's face.

"Hey, at least my attempt to distract the Hoix worked." The Doctor pointed out. "You had to grab the blue bucket. If Lily hadn't gotten the red one, who knows where we would've been." Rose's face fell just a little, and Lily quickly intervened lightly: "Inside a Hoix." They all burst out laughing again, when Rose's phone rang.

She answered, speaking to Auntie Jackie, and the Doctor examined Lily as the brunette girl watched her blonde cousin. He wasn't sure what it was but he was sure he was feeling some distance from both girls, and although with Rose it seemed to be because he and her were reaching odds of sorts, Lily's seemed to stem from her tension with Rose.

He was trying to figure it out when Rose hung up, sighing. "Doctor," she said, and he raised his eyebrows questioningly in response. "Can we go home? My mum's been bothered by a strange man, who apparently had mine and Lily's pictures, with the Tardis in the background. He was looking for you, Doctor."

He frowned. "Me?" He asked, and Rose nodded while Lily frowned. "What was Auntie Jackie upset about?" She asked, sensing something more. Rose looked at her. "The man used her apparently, pretended to feel romantically about her. She's so hopeless sometimes." Rose mumbled.

Lily and the Doctor exchanged glances, before the Doctor hopped to the console and Lily reached out to tug at Rose's hand. "How about we go teach that man that no-one messes with the Tylers. Not if we have a say in it." Lily grinned at Rose, and Rose smiled back.

"I like the sound of that." Rose admitted, and the three of them laughed as the Doctor took off for Earth.

* * *

The Tardis landed, and the Doctor stepped out. Lily heard him say: "Someone wants a word with you." Rose and Lily stepped out after him, Rose stomping directly towards the blond man kneeling on the ground, furious.

"You upset my mum." She said angrily, while Lily frowned. She could swear she'd seen this man before. He blinked at her, and then glanced at the ugly, fat green alien next to him.

"Great big absorbing creature from outer space, and you're having a go at me?" He asked in complete disbelief. "No one upsets my mum." Rose snapped at him, and Lily added: "You upset one Tyler, you gotta be ready to deal with the rest of us."

"At last." The green alien cried. "The greatest feast of all. The Doctor." It licked its lips as the Doctor murmured: "Interesting." He walked towards it, examining it and Lily saw the faces on the monster. She wrinkled her nose. "A sort Absorbatrix? Absorbaclon? Absorbaloff?"

"Absorbaloff, yes." The alien agreed, and Rose whispered: "Is it me or is he a bit Slitheen?" The Doctor narrowed his eyes before addressing the alien. "Not from Raxacoricofallapatorius, are you?" Lily blinked. "That's a really long, unnecessarily complicated name." She commented and the Doctor grinned at her.

"No, I'm not." The green alien said. "They're swine. I spit on them. I was born on their twin planet." The Doctor asked, surprised: "Really? What's the twin planet of Raxacoricofallapatorius?"

"Yup, it's way too long." Lily decided, as the alien answered: "Clom." "Clom." The Doctor repeated, and the alien nodded. "Clom. Yes." "I like that so much better than Raxacori-whatever." Lily piped up, and the Doctor smirked at her while Rose laughed, nodding in agreement.

The alien ignored them as it said: "And I'll return there victorious, once I possess your travelling machine." "Well, that's never going to happen." The Doctor scoffed, and the alien cried: "Oh, it will. You'll surrender yourself to me, Doctor, or this one dies."

The alien indicated the blond man beside him. "You see, I've read about you, Doctor. I've studied you. So passionate, so sweet." The Doctor raised his eyebrows. "You wouldn't let an innocent man die. And I'll absorb him, unless you give yourself to me."

Rose and Lily looked at the Doctor, amused, as the Doctor made a face. "Sweet, maybe." He said, scrunching his face as he scratched the back of his head. "Passionate, I suppose. But don't ever mistake that for nice." He shrugged, and the alien looked dumbfounded.

"Do what you want." The Doctor finished, looking uninterested, and Lily suppressed a smile. "He'll die, Doctor." The alien threatened. The Doctor nodded, his face uncaring as he said: "Go on, then." The alien hesitated, staring at the Doctor as though waiting.

"So be it." It finally cried, leaning in towards the man. "Mind you," the Doctor interrupted, gesturing at the faces on the alien's body, "the others might have something to say."

"Others?" The alien asked confused, when the bespeckled face on his chest chirped: "He's right. The Doctor's right. We can't let him. Oh, Mr. Skinner, Bridget, pull!" The woman's face cried as the alien shouted: "No!"

The woman yelled again: "For God's sake, pull!" Lily's nose wrinkled in disgust as she watched the ugly alien unable to move as each of the faces on his body pulled forwards, dragging him in four different directions.

"No, don't - get off, get off!" The alien cried, and the woman yelled determinedly: "If it's the last thing we ever do. Bliss! All of us together. Come on, pull!" "Stop it!" The alien yelled but all the faces on its body were grunting as they pulled.

The woman shouted: "LINDA united, pull!" The faces pulled away from the alien's body, twisting and deforming as the alien cried out, dropping its cane. The woman called out: "Elton, the cane. Break it!"

The blond man, Elton, quickly grabbed the cane and snapped it across his knee. It sparked, and the alien screamed: "My cane! You stupid man. Oh, no!" The alien melted, disappearing into a liquid goo on the ground. The man blinked, then turned to the trio standing watching.

"What did I do?" He asked confused, and the Doctor explained: "The cane created a limitation field. Now it's broken, he can't stop. The absorber is being absorbed." The Doctor said mockingly. Elton frowned.

"By what?" Elton asked, and the Doctor replied: "By the earth." The goo disappeared, sinking into the Earth when a face tried to pull up on a slab of concrete. Elton crawled towards it as it whispered: "Bye, bye, Elton. Bye, bye." The face sank down, disappearing. The man leaned back, looking shocked and depressed.

"Who was she?" Rose asked softly. Elton turned to look at them "That was Ursula." He said, blinking back tears. "She was a special woman." Lily murmured as Rose stepped towards the man, crouching down and hugging him as the man sobbed. The Doctor pulled Lily's head onto his shoulder, and the pair watched as Rose comforted the poor man.

After Elton had calmed down, they moved to all sit on the steps. "I remember." Lily said softly. "You were the one who was at that warehouse, with the Hoix. Remember?" Rose and the Doctor paused, before realizing as well.

"Hoix?" Elton asked, confused. "With the red bucket and the blue bucket, and it chased us around." Lily prompted, and Elton realized. "Oh…" "I thought I remembered you." The Doctor murmured.

"You don't remember, do you?" He asked and Elton said confused:"Yeah, I do, she," he indicated Rose, "threw a blue bucket, and the monster got mad, chased you two, until she," he nodded at Lily beside the Doctor, "threw a red bucket."

The Doctor sighed. "No, I meant when you first saw me." He explained. "When you were a kid. There was a shadow in your house. A living shadow in the darkness. An elemental shade had escaped from the Howling Halls. I stopped it, but I wasn't in time to save her. I'm sorry." He whispered and a look of realization appeared on Elton's face.

"Save who?" Lily asked the Doctor quietly, and he whispered back sadly: "His mother." Elton breathed deeply, and Rose clutched his hand comfortingly. "Anything you can do about…" Lily whispered, gesturing at the pavement where Ursula's face had been.

The Doctor paused, and then moved to sit by the pavement. He took out his sonic screwdriver, pointing it down at the concrete slab as he murmured: "If I can key into the absorption matrix and separate the last victim. It's too late for total reconstruction, but…" he stood up as the pavement bubbled a little.

"Elton! Fetch a spade!" He yelled.

* * *

"I can't believe that man's in a relationship with a slab of concrete." Rose muttered as they all sat in the Tardis. Lily glanced at her. "Technically, he's in a relationship with the face on the slab of concrete." She corrected, and Rose burst into giggles.

"Imagine going on dates!" She finally gasped out between giggles. Lily smiled, but paused as a new thought occurred. "Oh my God," she said, and the other two looked at her questioningly.

"Auntie Jackie got dumped for a slab of concrete." Lily said dumbfounded. They all stared at each other, flabbergasted, before they all burst into peals of laughter, the sounds of their hysterics echoing around the Tardis.

* A/N Sorry this one's so short, but it is a Doctor-lite for a reason! Also, I am on break for the next week so I'll be uploading more often. I'll try to get something out every day, but no promises! And as always, thank you for reading


	30. 12-1 Fear Her

The Tardis wheezed as the group landed somewhere. Rose and Lily ran after the Doctor in excitement as he led the way out, but he stopped abruptly at the door, and Lily rammed into him.

"Oops, careful." He murmured, as he peered about. "Ah." He said sheepishly, and Lily looked over his shoulder to see they were facing what looked like the side of a cargo container. "Er, right." The Doctor said as he stepped back in, and he ran to the console, turning the Tardis around by ninety degrees.

He then ran back to the doors, and stepped out first. "Ah!" He says happily, and Lily and Rose followed him out. Lily looked around to see they were near a train railway, with lots of cargo containers about them. She turned and saw Rose was looking at a 'Shane Ward Greatest Hits' poster on one of the containers.

"So, near future, yeah?" Rose asked, and the Doctor replied lightly: "I had a passing fancy. Only it didn't pass, it stopped." Lily grinned. "So then, where are we?" She asked, looking about again with great interest as the group walked off towards a nearby neighborhood.

"London." The Doctor replied. "Thirtieth Olympiad." He declared as they saw the large banner hanging at the start of the street, which read: ''London 2012' with the Olympic symbols. "No way! Why didn't I think of this? That's great." Rose gasped in amazement, hugging the Doctor's arm while Lily laughed with delight.

The Doctor smiled at them as he mused: "Only seems like yesterday a few naked Greek blokes were tossing a discus about, wrestling each other in the sand with crowds stood around baying. No, wait a minute," he broke off with a frown, "that was Club Med." The three of them laughed.

"Just in time for the opening doo dah, ceremony, tonight," he continued as they walked down the street. "I thought you'd like that. Last one they had in London was dynamite. Wembley, 1948. I loved it so much, I went back and watched it all over again. Fella carrying the torch. Lovely chap, what was his…?"

Lily tuned his voice out for a moment as she blinked, staring at a man placing up a wanted picture. "…Mark?" The Doctor was continuing. "John? Mark? Legs like pipe cleaners, but strong as a whippet." "Doctor." Lily said slowly, as she and Rose paused by the poster.

"And in those days, everybody had a tea party to go to." The Doctor continued, not noticing. "Doctor!" Rose called but the Doctor was still on his merry way as he said: "Did you ever have one of those little cakes with the crunchy ball bearings on top?"

"You should really look at this." Rose said, pointing at the three posters on the streetlight, but the Doctor went on: "Do you know those things?" "Doctor!" Lily yelled exasperated and he finally came back towards them as he mused: "Nobody else in this entire galaxy's ever even bothered to make edible ball bearings. Genius."

He stopped beside them, and they read the two missing posters. The first was a boy, named 'Dale Hicks' while the one below was a little girl called 'Jane McKillen'. Lily stared at the little pictures of the children's faces smiling at them, and the Doctor murmured: "What's taking them, do you think?"

He turned to look at the street. "Snatching children from a thoroughly ordinary street like this. Why's it so cold? Is someone reducing the temperature?" "It says they all went missing this week." Rose murmured.

"Why would a person do something like this?" She asked and the Doctor answered in a low voice: "What makes you think it's a person?" They turned at the sound of a door opening, and they watched a woman put out her trash before heading straight back inside, and she was the only movement on the street.

"Whatever it is, its got the whole street scared to death." Rose murmured as Lily noticed the council road-menders with their white van down the street behind them. She and the Doctor took off, not hearing Rose finished her sentence. "Doctor, what-" Rose broke off as she saw her companions heading down the street.

Lily paused beside the van, while the Doctor had run up to a lawn with a small , children's football goalpost. He peered around, before holding out his hand and slowly placing it out over the grass in front of the goals. Lily joined him as he peered at the space, reaching out as though feeling an energy pulse around it.

"What is it?" She asked, and he murmured, "Something that can't be good." He paused and then giggled. "Ooo, tickles!" He said, and Lily glanced back to see the man who'd been putting up the poster earlier standing behind them with a frown. "Er, Doctor…" she tapped his shoulder as the man asked sharply: "What's your game?"

The Doctor spun around. "My er." He fumbled before blurting out: "Snakes and Ladders? Quite good at squash. Reasonable." Lily dropped her head in her hands, and the Doctor sighed. "I'm being facetious, aren't I. There's no call for it." He mumbled.

The man began to chase them off his lawn, looking angry as he demanded: "Who are you people?". Lily was behind the Doctor, both of them walking backwards as the Doctor backed away from the man.

"I'm, I'm a police officer! That's what I am." The Doctor cried, as Lily noticed they'd backed into Rose who was standing with one of the maintenance guys and an old woman. "I've got a badge and a police car. You don't have to get... I can, I can prove it. Just hold on." The Doctor began to fumble in his jacket for his psychic paper.

The man pointed a finger at them as he accused: "We've had plenty of coppers poking around here, and you don't look or sound like any of them." "See, look. I've got a colleague." The Doctor pointed at Lily, and then noticed Rose suddenly beside them and pointed at her, too. "Lewis."

Rose took it in stride, nodding at the man but he accused: "Well, she looks less like a copper than you do." He then looked at Lily. "And this one's just a girl. How old are you?" He asked, and the Doctor butted in quickly: "Training. New recruits. It was either that or hairdressing, so, voila!" He flashed the psychic paper at the man, who squinted at it.

"What are you going to do?" A woman who'd come out of her house asked. The old woman added to the Doctor: "The police have knocked on every door. No clues, no leads, nothing."

The man sighed, before saying dejectedly: "Look, kids run off sometimes, all right? That's what they do." He said to the old woman, who objected: "Saw it with me own eyes. Dale Hicks in your garden, playing with your Tommy, and then pfft!" She mimed a disappearance with her hands, fluttering her fingers before her eyes.

"Right in front of me, like he was never there." The old woman said, as more people came out to join them. The other maintenance man joined his colleague as the old woman murmured firmly: "There's no need to look any further than this street. It's right here amongst us."

"Why don't we-" the Doctor began looking around, when one of the new women interrupted. "Why don't we start with him?" She pointed at the maintenance man who'd been with Rose. "There's been all sorts like him in this street, day and night." She accused and the man said defensively: "Fixing things up for the Olympics."

The man who'd chased the Doctor and Lily, Tommy's father, interjected: "Yeah, and taking an awful long time about it." The Doctor tried to calm things down as he said: "I'm of the opinion that all we've got to do is just-"

He was interrupted by the maintenance man who protested to Tommy's father, shouting: "You don't. What you just said, that's slander!" "I don't care what it is." The new woman retorted, and the Doctor interjected: "I think we need to just-"

The maintenance man interrupted, saying angrily: "I want an apology off her." The old woman chimed in, turning to the woman: "Stop picking on him." The Doctor was looking extremely exasperated by now, and Lily was starting to get a headache.

"Yeah, stop picking on me." The maintenance man agreed. The old woman continued urgently: "And stop pretending to be blind. It's evil!" The woman retorted, still glaring accusingly at the maintenance man: "I don't believe in evil." The maintenance man scoffed.

"Oh no, you just believe in tarmackers with sack loads of kidnapped kiddies in their van." He snapped, and Tommy's father interjected: "Here, here, here, that's not what she's saying." "Would you stop ganging up on me." The maintenance man cried, and Lily massaged her temples as the woman retorted: "Feeling guilty, are we?"

The Doctor had finally had enough. "Fingers on lips!" He shouted angrily, demonstrating by placing his finger on his lips in the Shush gesture. Everyone blinked, before they all slowly copied him. "Thank you." Lily moaned, and the Doctor just looked at her.

He gestured for her to copy, and she did so grudgingly. He looked at Rose with raised eyebrows, and the blonde girl copied him as well. Now that everyone had fallen silent and were copying him, the Doctor began in a low, calm voice: "In the last six days, three of your children have been stolen. Snatched out of thin air, right?"

The old woman asked, "Er, can I?" as she gestured to her mouth, and the Doctor nodded at her. "Look around you. This was a safe street till it came." She said, and Lily and the Doctor peered about. "It's not a person. I'll say it if no one else will."

Lily noticed a child's figure at one of the windows, on an upper floor. "Maybe you're coppers, maybe you're not. I don't care who you are. Can you please help us?" The old woman begged.

Rose had also noticed the child. One woman, presumably the child's mother, saw them looking, and she quickly walked back into her house. The child was looking down at them with dead eyes, and Lily couldn't help but shiver as she looked at the little girl upstairs, behind the curtain.

* * *

They were back at Tommy's father's lawn, and the Doctor was sniffing constantly. Lily sniffed once, and she smelt something sort of metallic, but it smelt like it was burning. "Want a hanky?" Rose asked at last as the Doctor sniffed about, and he asked: "Can you smell it?

Rose finally took a deep sniff, as the Doctor looked at Lily. "You smelt it, what does it remind you of?" He asked, and Lily said slowly. "Some sort of metal, maybe iron, but its burnt." The Doctor nodded. "Mmm hmm." He said encouragingly, and Rose smiled.

"Oh." She said cheerily, and the Doctor grinned at her, before leading them off towards a back alley, between two lots of back gardens. The Doctor pointed to one end of the alley. **"** Danny Edwards cycled in one end but never came out the other." The Doctor explained.

"Whoa, there it goes again!" He said, stopping abruptly. He lifted his hand, showing it to Lily as he added: "Look at the hairs on the back of my manly hairy hand." Lily raised her eyebrows at him, amused, and he winked back at her while Rose sniffed again.

"And there's that smell." She murmured. "It's like a er, a burnt fuse plug or something." The Doctor began to walk forwards again. "There's a residual energy in the spots where the kids vanished." He murmured, before glancing back at the spot where little Danny had vanished.

"Whatever it was, it used an awful lot of power to do this." He mused, and Lily frowned. "But what is it doing? Why is it stealing kids?" She wondered, and the Doctor also frowned in silent thought.

* * *

They'd come back around to the front of the houses when Rose suddenly bent down, cooing: "Aren't you a beautiful boy?" She was stroking a ginger cat, but the Doctor hadn't noticed and called over his shoulder: "Thanks!"

Lily suppressed a smile as he continued, turning back to Rose: "I'm experimenting with back combing. Oh." He muttered as he saw the cat, and Lily burst out into peals of laughter.

"Aww, I think you're beautiful, if it helps boost your ego." She teased him, and he mock-glared at him although his two hearts sped up a bit at her words. She seemed to realize what she'd said a little late, as she blinked and she colored up, blushing red. Rose didn't notice, still talking softly to the cat:" I used to have one like you."

She looked back at them, to see the Doctor frowning down at the cat and Lily's head bowed to hide her burning face. "What?" Rose asked the Doctor, glancing questioningly at Lily as the Doctor replied: "No, I'm not really a cat person. Once you've been threatened by one in a nun's wimple, it kind of takes the joy out of it."

Lily laughed, back to normal as she raised her head. "Come on, they weren't all that bad, were they?" She laughed as the cat went inside a cardboard box. "Well-" The Doctor began as Rose followed the cat, calling softly: "Come here, puss. What do you want to go in there for?"

There was a distant meow, and Lily and the Doctor stiffened as the smell of burning metal hit them. "Doctor!" Rose called before pulling a face at the smell. "Phew." She mumbled as Lily and the Doctor approached.

"Whoa!" The Doctor exulted as he picked the empty box up and peered into it, before dropping it. "Hoo, hoo, hoo, hoo. Ion residue. Blimey!" He picked up the box again as he waved a hand to defuse the smell. "That takes some doing." He marveled as he examined the box from all sides. "Just to snatch a living organism out of space-time. This baby is just like, I'm having some of that. I'm impressed."

"So the cat's been transported?" Rose asked confused, and the Doctor mused: "It can harness huge reserves of ionic power." He began to look around. "We need to find the source of that power. Find the source and you will find whatever has taken to stealing children and fluffy animals. See what you can see."

He lightly punched Rose's arm. "Keep them peeled, Lewis." He said, before taking off, Lily behind him. "Doctor, there was this little girl earlier." Lily began as they walked down a street. "She was upstairs, when all those people were arguing earlier."

The Doctor looked at her. "What was wrong?" He asked, focusing on her for a moment. Lily hesitated, saying slowly: "I'm not sure… but I had a really bad feeling, looking at her." The Doctor frowned at that, when they suddenly turned a corner and saw… Lily blinked in shock while the Doctor rushed forward.

Rose was being attacked by what looked like a giant scribble, the kind that little kids draw. "Stay still!" The Doctor ordered as he ran to Rose, and Lily rushed after him as she snapped out of her shocked reverie. The Doctor pointed his sonic, and the ball shrank, dropping into Rose's hands.

The Doctor arrived and asked: "Okey dokey?" Lily came up gasping for breath as the Doctor pulled Rose up. Rose replied: "Yeah, cheers." The Doctor grinned. "No probs." Rose reached up and hugged the Doctor tightly- making Lily's heart sink just a bit- before letting go and opening her hand to examine the now-still scribble.

"I'll give you a fiver if you can tell me what the hell it is, because I haven't got the foggiest." The Doctor murmured, looking down at it while Rose glanced at Lily who quickly schooled her features into a small smile. "Well, I can tell you you've just killed it." Rose murmured as she looked at her cousin in concern.

Lily finally joined them, peering down at it. She murmured thoughtfully: "That's if it was alive at all. Doctor?" She asked. He replied absentmindedly as he furrowed his brows in thought: "It was never living."

He picked up the scribble as he murmured: "It's animated by energy. Same energy that's snatching people. That is so dinky!" He was suddenly cheery as he tossed the ball. "The go-anywhere-creature. Fits in your pocket, makes friends, impresses the boss, breaks the ice at parties." He stuck it in his pocket.

Lily rolled her eyes. "Remember its taking children." She sighed, and the Doctor looked a little contrite. Rose paused before she joked: "Bet it'd be a great way to pick up girls. 'Hey girls, look at my scribble!'" She and the Doctor laughed while Lily rolled her eyes, shaking her head at them as they went back to the Tardis.

* * *

The ball was lying under a scanner in the Tardis console, the Doctor examining it while the girls stood by waiting. **"** Oh, hi ho, here we go. Let's have a look." The Doctor muttered as he analyzed the ball. The monitor beeped as it showed the Doctor something.

"Get out of here." He murmured in disbelief. "What's it say?" Rose asked as she and Lily peered at the screen. The Doctor didn't reply, reaching into his jacket pocket with one hand and grabbing the ball with his other. He pulled out a pencil and rubbed the eraser on the ball experimentatively.

Lily blinked as part of the ball was rubbed away. "It is." The Doctor mused, blowing on the ball to remove the eraser bits left on it. "It's graphite." He explained, puzzled. "Basically the same material as an HB pencil."

Rose looked at him. "I was attacked by a pencil scribble?" She asked incredulously, and the Doctor murmured: "Scribble creature," he sniffed the ball briefly, "brought into being with ionic energy. Whatever we're dealing with, it can create things as well as take them. But why make a scribble creature?"

"Maybe it was a mistake," Rose suggested, "I mean, you scribble over something when you want to get rid of it, like a, like a drawing. Like a, a…" she broke off and Lily's eyes widened. "…child's drawing." Rose finished softly.

"You said it was in the street." Rose checked with the Doctor, and he said confused: "Probably." Lily's heart dropped, and she and Rose shared a look. "The girl." Rose said, and the Doctor cried excitedly: "Of course!"

He turned to them as his enthusiastic act dropped. "What girl?" He asked them confusedly. "I told you earlier, that little girl who gave me chills." Lily told him, and his eyes widened. Rose agreed: "Yeah, something about her gave me the creeps, too."

Rose paused, and then added: "Even her own mum looked scared of her." Lily nodded as she said: "Yeah, I saw that too. She looked back at the house terrified, she went back really quickly." The Doctor looked between them wide-eyed.

"Are you two deducting?" He asked, his lips beginning to quirk into a smile, Lily and Rose grinned, and Rose turned to the Doctor. "I think we are." She said proudly, and the Doctor grinned. "Copper's hunch?" He asked as he smiled at Lily and then Rose, and Rose joked: "Permission to follow it up, Sarge?"

*A/N Really sorry if I'm spamming you with updates. This is a story that I'd started before so I wanted to post what I had. Starting tomorrow, I swear updates will be slower... although I'm not sure if that's a good thing either?


	31. 12-2 Loneliness

The Doctor rang the doorbell, and they waited impatiently for the woman to answer. The Doctor finally rattled the letterbox, tapping his foot impatiently and Lily had to smile at his lack of ability to keep still.

The woman eventually opened the door, and they all smiled as the Doctor greeted: "Hello. I'm the Doctor, this is Lily, and this is Rose. Can we see your daughter?" He asked, jumping right in, and the woman answered curtly: "No, you can't."

"Okay. Bye." The Doctor said, turning around to leave and Rose and Lily gave the woman smiles as they, too, turned to go. "Why?" The woman called after them, and they all turned back to face her, brows raised questioningly. "Why do you want to see Chloe?" The woman asked.

"Well," the Doctor began, "there's some interesting stuff going on in this street, and I just thought. Well," he gestured at the girls, "we thought, that she might like to give us a hand." The woman paused, and Rose piped up: "Sorry to bother you."

"Yeah, sorry." The Doctor said. "We'll let you get on with things." Lily grinned as she chimed in: "On your own. Bye again." The three turned to go, walking away when the woman called after them: "Wait!"

They fought back smiles of triumph, before turning once more to face the dejected and worried woman. "Can you help her?" She asked desperately, and Lily's smile became more genuine as her heart reached out for the poor woman who looked so scared and so concerned. The Doctor smiled as he replied: "Yes, I can."

* * *

They were let inside the house and into the sitting room where Rose and Lily sat on the couch. The TV was on, and the announcer said as the screen showed the Olympic Torch Bearer: "The Torch Bearer is running up the Mall, which I can tell you is-"

The woman, Trish as she'd introduced herself, stood by the door, saying as the Doctor removed his long overcoat: "She stays in her room most of the time. I try talking to her, but it's like trying to speak to a brick wall. She gives me nothing, just asks to be left alone."

"What about Chloe's dad?" Rose asked, and the Trish paused. "Chloe's dad died a year ago." She replied at last, and Lily's face fell. Rose murmured quietly: "I'm sorry." The Doctor was watching with an impassive face as he leaned on the far wall, while Lily looked at the woman sympathetically as Trish smiled a little, saying in response: "You wouldn't be if you'd known him."

"Well," the Doctor said cheerily "let's go and say hi." He made to move but Trish said hesitantly: "I should check on her first. She might be asleep." Lily looked at the woman carefully, and the Doctor asked softly: "Why are you afraid of her, Trish?"

Trish glanced at the Doctor, her lips trembling a little. She said rather abruptly: "I want you to know before you see her that's she's really a great kid." The Doctor nodded as he said soothingly: "I'm sure she is."

Trish continued, sounding slightly desperate. "She's never been in trouble at school and you should see her report from last year. A's and B's." She looked beseechingly at the girls, who just smiled understandingly. Rose hesitated before asking suddenly: "Can I use your loo?"

Trish nodded, and Rose left the room, the Doctor following her with his eyes while Lily raised her eyebrows. Trish watched the girl leave before she added: "She's in the choir. She's singing in an old folks home. Any mum would be proud." Lily stood up, taking the woman's clenched hands.

Trish breathed deeply before pleading: "You know I want you to know these things before you see her, Doctor, Miss Tyler, because right now, she's not herself." Lily said gently, while the Doctor just watched silently: "We understand. Really we do, and we just want to help. Her, and the other children." Lily said quietly.

They heard the little girl coming downstairs, making noises in the kitchen. The Doctor walked over slowly, Lily right behind him as Trish followed behind them. "All right, there?" The Doctor called, and Lily saw that Chloe was standing by the fridge, drinking milk.

"I'm the Doctor, and this is Lily." The Doctor introduced, leaning back on the table, folding his arms. "Hello." Lily said and she smiled at Chloe as she turned around. "I'm Chloe Webber." The girl introduced, and the Doctor asked nonchalantly: "How're you doing, Chloe Webber?"

"I'm busy." The girl replied, looking at her mum as she continued flatly: "I'm making something, aren't I, mum." Trish added, hastily: "And like I said, she's not been sleeping." She sounded afraid of the child.

The Doctor looked at some drawings that were stuck on the fridge, and commented lightly: "But you've been drawing, though. I'm rubbish. Stick men about my limit. Can do this, though. " He gave the Vulcan salute, and the girl just stared at him blankly.

Her eyes were dead, as they had been the entire time that they'd been talking. "Can you do that?" The Doctor asked, and Lily heard Trish taking a deep, calming breath as she watched her daughter's expressionless face.

"They don't stop moaning." Chloe said at last. "Chloe." Trish said in a trembling voice, but Chloe kept going: "I try to help them, but they don't stop moaning." Lily frowned, and the Doctor lowered his hand, asking quietly: "Who don't?"

Chloe didn't answer, just saying: "We can be together." "Sweetheart." Trish said in a sad voice, moving towards her daughter and Chloe looked at her mother saying sharply: "Don't touch me, mum." Trish backed away slightly, looking at the Doctor anxiously.

"I'm busy, Doctor." Chloe said, and made to leave the kitchen. "Come on, Chloe." The Doctor said lightly, while Trish watched her daughter with a mixture of sadness and fear. "Don't be a spoil sport. What's the big project?" The Doctor asked as he followed the little girl to the door of the kitchen, but Chloe just left for the stairs.

"I'm dying to know. What're you making up there?" The Doctor called after her as Lily approached to stand behind him. The girl stopped at the foot of the stairs to look at them, when Rose shouted from upstairs: "Doctor!"

Lily's blood ran cold, and she and the Doctor raced for the stairs. Trish followed them, as the pair bounded up the stairs, the Doctor getting to Chloe's room first with his longer legs. Lily ran in just as the Doctor slammed the wardrobe doors shut, grabbing Rose to check her.

Lily breathed a sigh in relief, Trish and Chloe arriving behind her as Rose told the Doctor: "Look at it." "No, ta." The Doctor said sternly, before letting Rose go and turning to look around the room. Lily moved to check on Rose, as Trish came over, demanding: "What the hell was that?"

"A drawing." Rose answered. "The face of a man." Lily frowned while Trish demanded: "What face?" She tried to open the door, and both girls stopped her, Rose leaning on the doors to prevent her from opening them. "Best not." Rose said, and Lily nodded.

Lily moved to join the Doctor as he examined the drawings on the wall. "What've you been drawing?" Trish asked her daughter, and Chloe answered: "I drew him yesterday." Lily frowned as she saw a ginger cat on one of Chloe's drawings.

"Who?" Trish asked confused, and Chloe replied: "Dad." The Doctor turned to look at the girl. "Your dad?" Trish asked confused. "But he's long gone. Chloe, with all the lovely things in the world, why him?" Trish asked desperately trying to understand her child.

"I dream about him, staring at me." The child replied, and Lily also turned to look at the girl. Trish looked at her daughter: "I thought we were putting him behind us. What's the matter with you?"

"We need to stay together." Chloe said flatly, and Lily felt a chill run down her spine. "Yes, we do." Trish agreed but Chloe replied: "No. Not you, us. We need to stay together, and then it'll be all right." Trish went up to check her daughter, and Chloe shuddered away from her mother.

"Trish, the drawings. Have you seen what Chloe's drawings can do?" Rose asked, but Trish was now on the offensive as she tried to deal with the situation. "Who gave you permission to come into her room? Get out of my house." She demanded, and the Doctor turned to the child.

"Tell us about the drawings, Chloe." He said. "I don't want to hear any more of this." Trish demanded, and Lily chimed in: "Ignoring it won't make it go away, it'll get worse." Rose added: "That drawing of her dad. I heard a voice. He spoke."

Trish said exasperated: "He's dead. And these," she gestured at the drawings on the walls, "they're kid's pictures. Now get out!" She cried. "Chloe has a power." Rose told Trish. "And I don't know how, but she used it to take Danny Edwards, Dale Hicks. She's using it to snatch the kids."

Trish snapped at her: "Get out." Rose asked beseechingly: "Have you seen those drawings move?" "I haven't seen anything." Trish dismissed and Lily said quietly: "Yes, you have." Trish glared at her. "No, I haven't!" She insisted, and the Doctor interjected: "Yes, you have, out of the corner of your eye."

Trish denied it again, saying vehemently: "No." "And you dismissed it," the Doctor continued in his low voice, "because what choice do you have when you see something you can't possibly explain? You dismiss it, right?"

He suddenly moved to get right up in Trish's face, staring down at her as he continued: "And if anyone mentions it, you get angry, so it's never spoken of, ever again."

"She's a child." Trish argued, and the Doctor pointed out: "You're terrified of her. But there's nowhere to turn to, because who's going to believe the things you see out of the corner of your eye? No one." He paused, and Trish's face fell.

"Except me." The Doctor said flatly, and Trish asked in fear: "Who are you?" "I'm help." The Doctor replied, his expression very serious.

* * *

They were back in the kitchen, and the Doctor absentmindedly stuck his fingers into a jar of marmalade before then sticking it into his mouth. Lily stared at him, and Rose coughed loudly: "Ahem."

He looked up at Rose and Lily's scolding gazes as the girls shook their heads at him, disapprovingly. He glanced guiltily at Trish, who barely registered what they were doing, before the Doctor slowly lowered his hand, putting the jar back down on the counter. Lily shook her head at his rude behavior, and the Doctor looked at her like a child being scolded by their parent.

Rose quickly butted in: "Those pictures, they're alive. She's drawing people and they end up in her pictures." "Ionic energy." Lily murmured, remembering what the Doctor had said before. The Doctor nodded, explaining: "Chloe's harnessing it to steal those kids and place them in some kid of holding pen made up of ionic power."

"And what about the dad from hell in her wardrobe?" Rose asked, and Trish sighed as she said in exasperation: "How many times do I have to tell you he's dead." "Well, he's got a very loud voice for a dead bloke." Rose retorted in a mutter.

"But…if the people, the real people, could become drawings, then that picture of her dad…" Lily said slowly, and the Doctor nodded. "If living things can become drawings, then maybe drawings can become living things." The Doctor murmured.

He shuddered, and Rose gave him a look while Lily's face had become very pale. "Chloe's real dad is dead, but not the one who visits her in her nightmares. That dad seems very real. That's the dad she's drawn and he's a heartbeat away from crashing into this world."

"She always got the worst of it when he was alive." Trish said, her face becoming horrified. Rose asked: "Doctor, how can a twelve year old girl be doing any of this?" The Doctor breathed deeply, before looking at Rose. "Let's find out." He said in a low voice, before heading off for Chloe's bedroom again. The others followed quickly.

Chloe was sitting on her bed when the Doctor opened the door. He entered slowly, Lily right behind him, Rose and Trish peering over their shoulders. As the Doctor moved to stand before the girl, she gave him the Vulcan salute.

"Nice one." The Doctor said approvingly, and the girl lowered her hand. The Doctor bent to kneel before the girl, raising his hands to her temples. Chloe's eyes rolled up as the Doctor began to dig through her mind. The girl collapsed, and the Doctor gently lay her down on her bed, saying softly: "There we go."

"I can't let him do this-" Trish began, walking forwards but Rose grabbed her gently, saying softly: "Shush, it's okay. Trust him." "I promise you Chloe will be alright." Lily assured the anxious mother as the Doctor stood up again, looking down at the girl's prone body.

"Now we can talk." He said darkly, and Chloe opened her mouth but the voice was much darker, creepier as it echoed slightly: "I want Chloe. Wake her up. I want Chloe." The Doctor peered down, asking in a low voice: "Who are you?"

Chloe's mouth replied: "I want Chloe Webber." The girl's hand banged on the bed to reiterate its demand. "What've you done to my little girl?" Trish asked in a terrified voice, and Rose asked: "Doctor, what is it?"

Lily whispered: "There's something possessing Chloe." The Doctor ignored them all as he demanded sternly, circling the bed: "I'm speaking to you, the entity that is using this human child. I request parley in compliance with the Shadow Proclamation."

"I don't care about shadows or parleys." Chloe's mouth said, and the Doctor questioned, leaning down to stare at the girl: "So what do you care about?" Chloe replied: "I want my friends." Lily's heart jumped- it was lonely.

"You're lonely," the Doctor murmured, crouching down next to Chloe's bed, "I know. Identify yourself." He said, and Chloe answered: "I am one of many. I travel with my brothers and sisters. We take an endless journey. A thousand of your lifetimes."

The Doctor frowned as the girl continued bitterly: "But now I am alone. I hate it. It's not fair, and I hate it." Chloe's eyes flew open, staring blankly, as the creature insider her became agitated. "Name yourself!" The Doctor ordered, and Chloe replied at last: "Isolus."

A look of realization passed over the Doctor's face as he murmured: "You're Isolus. Of course." Chloe continued, not hearing him: "Our journey began in the Deep Realms," Chloe's hand was moving at an incredible pace as it drew on a piece of paper lying on the bed, "when we were a family."

"What's that?" Trish asked and Lily peered over to see the picture the girl was drawing. It looked almost like a flower. "The Isolus Mother," the Doctor explained, "drifting in deep space. See, she jettisons millions of fledgling spores. Her children."

He added: "The Isolus are empathic beings of intense emotions, but when they're cast off from their mother, their empathic link, their need for each other, is what sustains them. They need to be together. They cannot be alone."

"Our journey is long." Chloe whispered, and the Doctor continued: "The Isolus children travel, each inside a pod. They ride the heat and energy of solar tides. It takes thousands and thousands of years for them to grow up." Lily blinked.

"They travel like that, just them, for thousands of years?" She asked, and the Doctor nodded. "Thousands of years just floating through space." Rose murmured, looking at Chloe with pity. "Poor things. Don't they go mad with boredom?"

"We play." Chloe answered and Rose repeated, confused: "You play?" The Doctor nodded, and he explained as he sat down on the bed: "While they travel, they play games." Chloe was still drawing the picture as the Doctor continued: "They use their ionic power to literally create make believe worlds in which to play."

"In flight entertainment." Rose said, and the Doctor added: "Helps keep them happy. While they're happy, they can feed off each others love. Without it, they're lost." He looked at them as he finished, and Lily lowered her eyes sadly.

The Doctor also looked down once more, addressing Chloe as he asked confused: "Why did you come to Earth?" "We were too close." Chloe answered, moving the finished drawing and scribbling a new one on a new page. Lily looked to see it was a circle with wavy lines around its edge.

"That's a solar flare from your sun." The Doctor realized. "Would have made a tidal wave of solar energy that scattered the Isolus pods." "Only I fell to Earth." Chloe whispered. "My brothers and sisters are left up there, and I cannot reach them. So alone."

Lily frowned, as did the Doctor. "Your pod crashed. Where is it?" He asked, and the girl answered: "My pod was drawn to heat, and I was drawn to Chloe Webber. She was like me, alone." A tear fell from Chloe's eye. "She needed me, and I her."

Lily sighed. "You empathized with her." She realized, and the Doctor added as he came to the same conclusion: "You wanted to be with her because she was alone like you."

Chloe whispered: "I want my family. It's not fair." Trish folded her arms, lips pursed as she and Rose gazed sadly down at the lonely little girl. "I understand." The Doctor sighed to the girl.

"You want to make a family. But you can't stay in this child. It's wrong. You can't steal any more friends for yourself." He said firmly, and Chloe replied in that whispering voice: "I am alone."

The wardrobe crashed, and a booming, deep voice said menacingly: "I'm coming to hurt you. I'm coming." Chloe thrashed anxiously, as though in a nightmare with her eyes open, and the Doctor gently pushed her down, trying to keep her still. The wardrobe crashed again, a red glow shined from behind the closed doors as the doors continued to shake.

"Trish, how do you calm her?" The Doctor asked in a deliberately calm voice as the girl continued to shake and twitch. "What?" Trish asked, and the Doctor explained quickly: "When she has nightmares, what do you do?"

Trish stuttered: "I, I-" "What do you do?" The Doctor demanded, and Trish blurted out: "I sing to her." The wardrobe door crashed, and Chloe continued to shake violently as the Doctor ordered: "Then start singing."

He indicated for Trish to come over, and she did just as the menacing voice threatened: "Chloe, I'm coming." Trish took the Doctor's place on the bed, the Doctor moving to pull Lily and Rose towards him, covering Lily protectively.

Trish began to sing: "Kookaburra sits in the old gum tree." The door shook violently as the voice called: "Chloe". "Merry, merry king of the bush is he-" Trish continued, stroking Chloe's head while she shook as violently as the door, and the voice called louder: "Chloe."

"Laugh, Kookaburra, laugh-" the shaking got more violent, and the voice screamed: "Chloe." "-Kookaburra, gay your life must be." The voice screamed as the doors shook and banged: "Chloe!" The Doctor, Rose and Lily kept glancing nervously at the wardrobe while Trish just focused on her child.

"Laugh, Kookaburra, laugh," The doors stopped banging as Chloe's eyes closed and she became peaceful, and the voice screamed in agony before falling silent. Trish finished singing gently: "Kookaburra, gay your life must be."

Trish kept stroking her now peaceful daughter, beginning to sob quietly. "He came to her because she was lonely." She whispered between sobs, and Rose and Lily gazed at them in pity while the Doctor breathed in relief as he stared at the silent wardrobe. "Chloe, I'm sorry." Trish sobbed as she hugged her sleeping daughter.


	32. 12-3 Storm approaching

Lily and Rose were helping Trish collect all the pencils that they could find around the house. Trish had been silent the whole time, but as they were picking up the pencils in the living room, she spoke.

"Chloe usually got the brunt of his temper when he'd had a drink." Trish said bitterly. "The day he crashed the car, I thought we were free. I thought it was over." They picked up the last of the pencils, as the girls handed Trish the pencils, Rose asked: "Did you talk to her about it?"

Trish shook her head sadly. "I didn't want to." "And that only hurt her. She must've felt so lonely." Lily murmured as Rose sat down on the sofa. Rose agreed, saying: "Maybe that's why Chloe feels so alone. Because she has all these terrible dreams about her dad, but she can't talk to you about them."

"Her and the Isolus." The Doctor said, as Trish turned away to put the pencils in a drawer. The Doctor continued slowly: "Two lonely kids who need each other." Lily turned to him as Rose asked: "And it won't stop, will it, Doctor? It'll just keep pulling kids in."

The Doctor sighed, saying: "It's desperate to be loved. It's used to a pretty big family." "How big?" Rose asked, and Lily's mouth dropped open as the Doctor answered: "Say around four billion?" Lily turned to stare at the TV, which was showing the beginning of the Olympics.

"Doctor…" Lily whispered. "The whole world, about six billion people… and they're all crowding for the Olympics." He nodded at her, looking at her seriously as Rose turned to Lily in horror, the full impact of what was at stake hitting her.

* * *

"We need that pod." The Doctor said urgently as they walked out of Trish's house. "It crashed. Won't it be destroyed?" Rose asked. The Doctor fixed his coat as he said: "Well, it's been sucking in all the heat it can. Hopefully that should keep it in a fit state to launch. It must be close. It should have a weak energy signature that the Tardis can trace. Once we find it, then we can stop the Isolus." The Doctor finished as they walked away, down the street and towards the Tardis.

As they got close to the Tardis, the Doctor muttered, beginning to formulate his plan. "We can scan for the same trace that I picked up from the scribble creature. We'd need to widen the field a bit." They entered the Tardis, unaware that Chloe had followed them there and was watching them and the Tardis.

The Doctor began to work on making a machine, Lily and Rose watching in silence for a few moments. Rose was sitting in a chair by the console, holding a bunch of tools, while Lily leaned on a wall. Rose broke the silence as she said: "You knew the Isolus was lonely before it told you. How?"

The Doctor pushed Rose off the chair, placing the gadget he was making onto the console as he replied curtly: "I know what it's like to travel a long way on your own. Give me the styner-magnetic-" He looked up and saw Rose holding the bunch of tools. "The thing in your left hand." He said, jerking his head at it to indicate.

"Sounds like you're on its side." Rose commented as she offered the Doctor the tool. Lily walked over, took the tool and plugged it into the hole the Doctor was holding open in his gadget. Rose blinked at her as Lily just worked silently, and the Doctor answered: "I sympathise, that's all. Thanks, Lily"

Lily shrugged, and Rose raised an eyebrow, letting that go as she continued: "The Isolus has caused a lot of pain for these people." The Doctor sighed, and he explained: "It's a child. That's why it went to Chloe. Two lonely mixed up kids." He began to blow on the machine, making some final touches.

"Feels to me like a temper tantrum because it can't get its own way." Rose mumbled, and the Doctor answered: "It's scared. Come on, you were a kid once. Binary dot." He ordered. Rose held out her hand, and the Doctor picked out a small circular object.

He placed it gently in the machine, Lily sighing as she reached out to help him stabilize his gadget so he could place the dot correctly. Rose once again looked at Lily funny, before she just continued: "Yes, and I know what kids can be like. Right little terrors."

"Gum." was all the Doctor said, holding out his hand expectantly. Lily wrinkled her nose, and Rose just spat out her gum into his hand. "I've got cousins." Rose continued as though there hadn't been an interruption.

"Not Lily, little cousins. Kids can't have it all their own way. That's part of being a family. Right, Lily?" Lily sighed, nodding. "It's part of growing up, learning that you can't always have what you want." She agreed.

"What about trying to understand them?" The Doctor asked as he pressed the gum onto the machine. Rose scoffed. "Easy for you to say. You don't have kids." Rose muttered. "I was a dad once." The Doctor mumbled, and Lily's eyes widened. Rose also turned in shock.

"What did you say?" She asked in complete disbelief. The Doctor ignored them both as he closed the top, shook the little machine that looked like a glass globe with a plug sticking out one end, and said cheerily: "I think we're there."

He stood up, ignoring Rose's hurt expression and Lily's shocked expression as he said while going to the Tardis console: "Fear, loneliness. They're the big ones." He began to fiddle with things on the console as he continued: "Some of the most terrible acts ever committed have been inspired by them. We're not dealing with something that wants to conquer or destroy."

He moved about the console as Rose fiddled with her hands, still battling with the hurt she felt at his shocking confession, but the Doctor didn't seem to notice as he said: "There's a lot of things you need to get across this universe. Warp drive, wormhole refractors." "

There was a beeping sound, and Lily peered at the monitor. She blinked. "You know the thing you need most of all?" The Doctor asked, and Rose also pointed at the monitor. "You need a hand to hold." He finished and looked down at Rose's raised hand. He blinked.

"Doctor…" Lily said slowly, and he looked at her, raising his eyebrows. "What, do you also want your hand held?" He asked as he took Rose's hand. Rose laughed, shaking her head and saying: "No, Look, I'm pointing." She laughed as Lily told the Doctor: "It's an energy pulse. It can only be-"

"It's the pod!" He exulted. "It is in the street." He crowed, and turned to the girls. "Everything's coming up Doctor." He grinned, and Rose smiled but it dropped as soon as he turned to run out the door. Lily saw her expression, and reached out to grab Rose's hand.

Rose glanced at her, and Lily squeezed it encouragingly as she whispered reassuringly: "Don't let it get to you. We knew he was really old, and that you're not his first. He's here for you now, and that's what matters." Rose paused, before nodding. "Thanks, Lils." She sighed as she turned to also go. Lily paused.

"How old is he anyways?" She asked suddenly, but Rose had already left. Lily sighed, when suddenly… she felt strange. She blinked and shrugged, going to the door. She pulled… and nothing happened. She pulled harder but it was like the Tardis had locked itself.

"Doctor? Rose?" Lily called, pulling on the door but it didn't budge. "What on earth…?" She wondered, going back to the Tardis console when she realized it had shut down. "Oh my God." She said blankly, staring at the dead Tardis.

She frowned, trying to think. "So, the Tardis is dead, I can't get out. It's almost like the Tardis was sucked into a different dimension…" She paused, and her eyes widened in horror. "Chloe. The Isolus. If she drew the Tardis and the Doctor…"

Lily looked around, running around, trying to find a way out, and she screamed: "Rose! Doctor!"

* * *

Lily was staring at the dead Tardis. She'd tried everything to open the door, but it wouldn't budge and logic had told her it wouldn't move. A tear slid down her face as she wondered if she'd ever see the Doctor and Rose again. If Chloe had drawn them…

She blinked when the door opened and the Doctor ran into the Tardis. She turned to stare at him in sheer amazement as he dashed up to her, grabbing her by the shoulders and looking her over. "Are you okay?" He demanded, and she stared at him.

"What?" She said dumbly, and he shook her slightly. "No, no, Lily's smart, there can't be brain damage, I'm fine, you have to be fine." He was babbling, when Lily did something completely unexpected.

She leaned in, pulling him in tightly as she wrapped her arms around his waist. He paused, blinking, when he heard her sniffle as she cried softly into his chest. "You're alright." He breathed, wrapping his arms around her shaking frame. He rubbed her back soothingly. "It's alright, it's over. You're safe."

Lily suddenly pulled back, frowning up at him. "Me? I wasn't the one who was sucked into who knows where. The Tardis kept me safe, but…" she paused and her eyes widened. "Rose, is Rose alright?" She asked frantically.

The Doctor shook his head, laughing lightly at her. Lily calmed down- seeing the Doctor was so calm meant Rose had to be fine. "Here you were, alone and yet all you could do was worry about us." The Doctor laughed again. "Rose is fine, she got the Isolus off Earth, saving the whole planet."

Lily gave a watery laugh, her nerves still frazzled. But she was calming down, and so when she peered up at the Doctor, calm at last, she was surprised to see him looking at her tenderly. "You were here alone." He whispered, and she nodded.

"But the Tardis kept me safe." She said, and he nodded. "You hate being alone." He pointed out suddenly, and Lily sighed. "Yeah, I do, but I care more that you guys are safe. I'm afraid of being alone last. I'm scared of you two dying more." Lily admitted freely.

The Doctor nodded slowly. "Lily." He said, and Lily looked at him questioningly. He reached into his jacket pocket and withdrew a key. He held it out to her and she took it curiously. "It's a key to the Tardis. I think you deserve to have your own one from now on."

Lily looked at him in surprise. She looked back down at it before she beamed up at him. "Thank you. I'll keep it safe." She promised as she tucked it into her pocket, making a note to find a keychain and somewhere to hang it safely. The Doctor nodded.

"Right." He said, back to his usual self. "Now, we've got something important to do." Lily blinked. "Get Rose?" She asked, and he shook his head, amused. "Nope, something else first. We'll surprise her." He winked.

Lily laughed, and ran to the other side of the console, looking up eagerly. The Doctor murmured to the Tardis unnoticed: "Thanks for keeping her safe, girl." The Tardis beeped back, and he grinned.

"Doctor," Lily said suddenly and he looked up at her questioningly. "How old are you?" He grinned. "901, almost 902." Lily stared at him a moment, before laughing. "And I'm 19!" She chortled. He joined her, and they laughed hysterically at the ridiculous situation as the Tardis spun off into space.

* * *

Lily laughed incredulously, watching the Doctor run out to grab the torch from the fallen Torch Bearer's hand. The Torch Bearer had collapsed from exertion after being hit by lightning earlier that day. She had been standing way above where the Doctor had left her, and now she was watching the Doctor run with the torch, and no-one was stopping him.

They all cheered him on as he ran, and Lily laughed. _Hope you're watching this Rose_. She thought. The Doctor ran to the center, to the lower cauldron amidst the cheers of thousands of people. He could feel the love pouring out, the Olympic dream of courage and love being carried through the whole stadium.

He whooped with joy as he lit the Olympic flame. He stared up at the flames, whispering to the Isolus that had been captured in the flame: "Go on. Join your brothers and sisters. They'll be waiting."

* * *

The Doctor and Lily walked back down the street, heading towards Trish's house when Rose called from behind them: "Cake?" Lily turned to see Rose was holding out a fairy cake, decorated in white icing with silver sugar balls sprinkled on top.

The Doctor started to laugh, and soon all three of them were laughing as he said: "Top banana." He took the cupcake, biting into it while Rose hugged Lily tightly, the two girls still laughing as they felt relief and joy wash over them.

"Mmm." The Doctor said contently as he munched, and the girls broke apart to watch him, still giggling. "I can't stress this enough. Ball bearings you can eat, masterpiece!" He held it up to Lily's mouth, and the grinning girl bit into it, all of them laughing.

Rose reached out, wrapping her arms around the Doctor, and he hugged her back while Lily watched contently. "I thought I'd lost you." She whispered, before letting him go to look at Lily too.

"Both of you." Rose sighed, and the Doctor said lightly: "Nah. Not on a night like this. This is a night for lost things being found. Come on." He lead them off, back to the Tardis, and Rose asked: "What now?"

The Doctor replied, eating the rest of his cake: "I want to go to the Games. It's what we came for." Rose smiled. "Go on, give us a clue. Which events do we do well in?" She asked, and Lily laughed.

The Doctor smiled at them, saying indulgently: "Well, I will tell you this. Papua New Guinea surprises everyone in the shot put." Rose's face changed to one of confusion. "Really?" She asked, and Lily stared at the Doctor, before she grinned.

"You're joking, aren't you?" Rose asked, not noticing Lily's eyes shining in mirth. "Doctor, are you serious or are you joking?" "Wait and see." He just shrugged, and they stopped as there was a loud bang. They looked up to see the firework display start in the distance, and they beamed as they continued on their way.

Rose linked arms with the Doctor. "You know what?" She said. "They keep on trying to split us up, but they never ever will." She linked arms with Lily, who nodded. "Never ever." The brunette agreed and the girls smiled.

The Doctor suddenly stopped walking. "Never say 'never ever'." He said, looking at them. Lily blinked and frowned, but Rose was gazing happily up at the fireworks. "Nah, we'll always be okay, you, me, and Lily." She paused, and looked at the Doctor as he looked up at the sky.

"Don't you reckon, Doctor?" She asked, suddenly feeling the need for reassurance. The Doctor didn't reply at once. "There's something in the air. Something coming." He murmured at last, and Lily dropped Rose's arm to turn and face the Doctor fully.

"What?" Rose asked, suddenly afraid. Lily looked at the Doctor's serious face intently. "A storm's approaching." He said at last, and Lily also stared up at the sky apprehensively, wondering what that meant.


	33. 13-1 Army of Ghosts

Rose Narration: Planet Earth. This is where I was born. And this is where I died. For the first nineteen years of my life, nothing happened. Nothing at all. Not ever. And then I met a man called the Doctor. _"Run."_ A man who could change his face. And he took me away from home in his magical machine. He showed me the whole of time and space. I thought it would never end. 'Forever.' That's what I thought. But then came the army of ghosts. Then came Torchwood and the War. And that's when it all ended. This is the story of how I died.

* * *

The Tardis wheezed as they arrived, and Rose stepped out followed by Lily who was already carrying her small rucksack. They blinked as they looked around in the bright sunlight. Lily saw they were in the corner of a children's playground. Rose hefted her large backpack just as the Doctor appeared behind them. They smiled, and the three headed off.

They reached Jackie's apartment, and Rose called as she opened the door: "Mum, it's us! We're back!" Lily smiled as she heard Jackie cry: "Oh, I don't know why you bother with that phone." The girls smiled widely as Jackie appeared out of the kitchen. "You never use it!" She shouted at Rose as she came to stand right before them.

"Shut up, come here!" Rose laughed, and Jackie cried as she hugged her daughter tightly: "Oh, I love you so much!" Rose squealed back: "I love you!" while Lily and the Doctor grinned by the door. Jackie let go of Rose to hug Lily, squealing: "Lily! Look at you, all grown now." Lily laughed as she hugged Jackie tight. "Good to see you too, Aunt Jackie." The Doctor was looking uncomfortable, and he tried to sidle past them into the apartment.

"Oh no, you don't." Jackie caught the Doctor by his coat as she let go of Lily. "Come here!" She kissed the protesting, shocked Doctor smack on the lips. She then pulled him into a tight hug while the girls laughed and sidled into the apartment. Jackie crowed: "Oh, you lovely big fella! Oh, you're all mine. "

"Just, just, just put me down!" The Doctor cried, and Jackie ignored him, cooing: "Yes, you are." She kissed the Doctor again, and then turned back to join the girls in the living room while the Doctor wiped his mouth in disgust as he followed.

He pushed past Rose who was taking off her large backpack, his face still screwed in disgust. He stood next to Lily, who looked at him bemused as Rose said to Jackie: "I've got loads of washing for you. And I got you this." She showed Jackie a small golden, dome-shaped ornament. "It's from the market on this asteroid bazaar." Rose explained. "It's made of, er, what's it called?" She asked, turning to the Doctor.

"Bazoolium." He replied as Lily grinned. He wrinkled his nose at her teasingly while Rose continued to Jackie: "Bazoolium. When it gets cold, yeah, it means it's going to rain. When it's hot, it's going to be sunny. You can use it to tell the weather." She finished, smiling.

"I've got a surprise for you and all." Jackie replied, and Rose sighed. "Oh, I get her a bazoolium, she doesn't even say thanks." She griped, and Jackie just ignored her as she said excitedly: "Guess who's coming to visit? Lily, you too. You're just in time. He'll be here at ten past. Who do you think it is?"

"I don't know." Rose shrugged, shaking her head. "Oh go on, guess." Jackie urged, and Rose groaned: "No, I hate guessing. Just tell me." Jackie raised her eyebrows, looking at Lily. "What do you think, Lils?" Lily shrugged. "New boyfriend?" She tried, and Jackie sighed.

"It's your granddad." She said excitedly. "Granddad Prentice." Lily frowned, stepping forward while Rose's mouth dropped open. "Who?" Lily asked as she came up next to Rose. Jackie looked at her, saying: "Oh, you probably just don't remember, he's strictly speaking not _your_ granddad. But you loved him when you were yonger, and he's on his way any minute, Right, cup of tea!" Jackie turned and went to the kitchen.

"She's gone mad." Rose said, and Lily agreed as she said slowly: "She's gone bonkers." "Tell me something new." The Doctor said lightly as he joined them, and Lily shook her head. "No, she's actually lost her mind this time." She said as Rose turned to him and explained: "Granddad Prentice, that's her dad. But he died, like, ten years ago."

Rose turned to look at the kitchen, while the Doctor's brow creased and his face became very serious. "Oh, my God." Rose panicked quietly. "She's lost it. Mum?" Rose strode forwards to the kitchen. "What you just said about granddad." Rose said slowly, a fake smile on her face.

 **"** Any second now." Jackie replied, while Lily and the Doctor stood in the doorway. Lily was looking very worried while the Doctor was merely observing. Rose swallowed, and said with the fake smile still on her face: "But he passed away. His heart gave out. Do you remember that?" Rose's face turned serious, and Lily watched Jackie's reaction anxiously.

"Of course I do." Jackie said with a smile, and Lily blinked. _What?_ Rose asked the same thing. "Then how can he come back?" She asked her mother confused, and Jackie shrugged saying: "Why don't you ask him yourself?" She checked her watch. "Ten past. Here he comes." And Jackie turned to the wall.

Lily's brows furrowed as Jackie stared expectantly at the wall, and then she almost shrieked as a ghostly image, a fuzzy, gray human figure, stepped through the wall, and stood next to Jackie. Rose's mouth had dropped open.

"Here we are, then." Jackie said, beaming while the Doctor stepped forward to stand right behind Rose's shoulder, staring at the thing with wide eyes. "Dad, say hello to Rose. And look, it's Lily too. Ain't they grown?" Jackie smiled happily.

* * *

The three of them ran out the block of flats, stopping in the courtyard to look around. "They're everywhere!" The Doctor said as they stood in complete shock. People were just going about their daily lives while the same ethereal figures moved about with them. No-one seemed alarmed or disturbed by the sight of them, even though it was clear they could all see the ghostly figures.

Rose turned, and cried in alarm: "Doctor, look out!" Lily spun around to see a ghost walk through the Doctor. He shuddered as it did, and he was left standing shaken as the ghost just walked off. Jackie joined them, saying matter-of-factly: "They haven't got long. Midday shift only lasts a couple of minutes. They're about to fade."

"What do you mean, 'shift'?" The Doctor asked, confused. "Since when did ghosts have shifts? Since when did shifts have ghosts? What's going on?" The Doctor demanded, and Jackie turned to the Doctor. "Oh, he's not happy when I know more than him, is he?" She mocked, and Lily turned to her. "Just answer his question, please." She begged her aunt.

"But no one's running or screaming or freaking out." The Doctor said confused, and Jackie replied: "Why should we? Here we go." She said suddenly, looking at her watch. "Twelve minutes past." They all looked over, and Lily watched in amazement as all the ghosts disappeared. _What is going on?_ She wondered.

The four of them slowly went back towards the Tyler apartment, the three time travellers looking around continuously around in confusion.

* * *

"On today's Ghostwatch," the host on the TV for the program 'Ghostwatch' was saying, "claims that some of the ghosts are starting to talk, and there seems to be a regular formation gathering around Westminster Bridge. It's almost like a military display."

They were all sitting around the couch in the living room, the women on the sofa and the Doctor on the floor right in front of the TV as he frowned, glaring confusedly through his glasses. "What the hell's going on?" The Doctor murmured, and he switched channels. They were now looking at a weather report.

"And tonight," the reporter was saying, "we're expecting very strong ghosts from London, through the North and up into Scotland." The Doctor switched channels again, this time to 'Trisha Goddard's show - I married a dead man'. Trisha was saying: "So basically, Eileen, what you're telling me is, that you are in love with a ghost."

The camera turned to show Eileen, sitting on stage… with a ghost standing before the chair next to her. "He's my ghost," Eileen was saying, "and I love him twenty four seven." Lily wrinkled her nose in disgust while the Doctor changed channels again, this time to an interview with a ghost hunter and Derek Acorah was saying: "Well, no one needs me anymore!"

The channel changed, and it was an advert where a housewife was saying: "My ghost was pale and grey," an animated ghost became all droopy, "until I discovered Ectoshine!" The animated ghost gave a spin of delight as it crowed happily. The Doctor switched channels again.

Lily watched the French newsreader say: "Et le President d'aujourd'hui," the camera showed ghosts walking in front of the Eiffel Tower, "quelle est-" The channel switched to an Indian newsreader that showed the ghosts in front of the Taj Mahal. The channel switched again, and this time it was a Japanese news report.

The Doctor rubbed his eyes in exasperation as the reporters interviewed women on the streets squealing as they showed off their recently purchased shirts with animated ghosts printed on the chest. "Oh, yes." Jackie said.

"It's all over the world." The Doctor murmured as he switched channels again. This time it was 'Eastenders.' and Peggy was saying: "Listen to me, Den Watts. I don't care if you have come back from the grave. Get out of my pub!" The camera panned to show the ghost as Peggy continued: "The only spirits I'm serving in this place are gin, whisky and vodka. So, you heard me. Get out!"

The Doctor turned the TV off at last, as Lily dropped her head in her hands. He turned to Jackie, asking: "When did it start?" Jackie leaned forward, saying animatedly: "Well, first of all, Peggy heard this noise in the cellar, so she goes down-" Lily groaned, and the Doctor interrupted in exasperation: "No, I mean worldwide."

Jackie glanced at Lily, saying: "Oh." Rose looked at her mum, biting back laughter. Jackie continued: "That was about two months ago. Just happened. Woke up one morning, and there they all were. Ghosts, everywhere." She said, and Rose's face had turned serious. Lily lifted her head to look at Jackie.

"We all ran round screaming and that. Whole planet was panicking. No sign of you," Jackie nodded pointedly at the Doctor, "thank you very much. Then it sort of sank in. It took us time to realise that we're lucky." Rose placed a hand on her mum's knee.

"What makes you think it's granddad?" Rose asked her sadly, and Jackie thought about it before saying softly: "It just feels like him. There's that smell," the Doctor frowned at that, "those old cigarettes. Can't you smell it?" Lily also frowned while Rose said gently: "I wish I could, mum, but I can't."

"You've got to make an effort." Jackie scolded her. "You've got to want it, sweetheart." She explained and the Doctor said in a low voice: "The more you want it, the stronger it gets." Jackie nodded. "Sort of, yeah." She said, and the Doctor sighed.

He rubbed the back of his head as he worked through it. "Like a psychic link. Of course you want your old dad to be alive, but you're wishing him into existence. The ghosts are using that to pull themselves in." He warned her, and Jackie said in dark voice: "You're spoiling it." The Doctor shook his head as he looked at her pityingly, saying: "I'm sorry, Jackie, but there's no smell, there's no cigarettes. Just a memory."

"But if they're not ghosts, what are they then?" Rose asked puzzled, and the Doctor turned away in thought. Jackie interjected: "Yeah, but they're human! You can see them. They look human." Lily frowned, and Rose said: "She's got a point. I mean, they're all sort of blurred, but they're definitely people."

"No," Lily said quietly, "look at the Doctor. He looks human, but he isn't. Those things don't even look fully human, they just look like the outlines of humans." She said with a sigh, and the Doctor nodded as he added: "They're pressing themselves into the surface of the world. But a footprint doesn't look like a boot."

He got up, reaching out to give Lily a hand up. Rose saw it and waited, but the Doctor had already walked out. Rose huffed, getting up to follow the pair, and Jackie watched in silence, noticing something that made her heart ache for Rose.

* * *

"According to the paper," Rose announced as she walked into the Tardis. "they've elected a ghost as MP for Leeds." She saw Lily standing above an open floor panel. "Now don't tell me you're going to sit back and do nothing." Rose said, coming to stand by Lily.

The Doctor suddenly popped out of the open hole from below the console floor wearing a backpack and holding what looked like the head of a hosepipe like a torch. "Who you going to call?" He said in a funny sing-song voice. Lily burst out into laughter as Rose yelled: "Ghostbusters!"

The girls laughed as the Doctor continued his ridiculously hilarious impersonation. "I ain't afraid of no ghosts." He said in the funny voice, and Lily had to clutch her sides as she almost cried from laughter. The Doctor winked at them, then waltzed out of the Tardis. Rose ran after him while Lily followed last, trying to calm down.

The Doctor ran out into the playground, placing what looked like an orange cone-shaped light on the ground. "When's the next shift?" He asked Jackie who was waiting for them outside. "Quarter to." Jackie replied as the Doctor set up three of the metal cones on the grass, linking them with wires, connected to a power cable.

Jackie continued: "But don't go causing trouble. What's that lot do?" She asked as she gestured at the cones. "Triangulates their point of origin." The Doctor replied, and Rose asked: "I don't suppose it's the Gelth?" The Doctor shook his head as he picked up one of the cones.

"Nah." He said as he connected the last cone. "They were just coming through one little rift. This lot are transposing themselves over the whole planet. Like tracing paper." The Doctor ran between the cones, checking them as Jackie complained: "You're always doing this. Reducing it to science. Why can't it be real?"

Lily sighed. "It can't be real, Aunt Jackie. It's playing with your desires." Jackie looked between Lily and the Doctor. She pleaded: "Just think of it, though. All the people we've lost. Our families coming back home. Don't you think it's beautiful?" She asked hopefully.

The Doctor looked at her. "I think it's horrific." He said flatly, and Jackie reeled back, slightly shocked. "Lily, give us a hand." He said as he wheeled the power cable into the Tardis and Lily followed him, helping him with the cable. "Rose, you too!" He called as he went, and Rose ran after them, although slightly put out.

The Doctor dragged the cable into the Tardis and plugged it into the console. Jackie followed them in last, closing the door behind her. The Doctor ordered Rose. "As soon as the cones activate, if that line goes into the red," he pointed at the monitor, "press that button there." He pointed to a small blue button. "If it doesn't stop-" He rummaged in his jacket pocket for his screwdriver.

He handed it to her. "Setting fifteen B. Hold it against the port, eight seconds and stop." Jackie placed her hands on her hips while Rose nodded, taking the screwdriver and repeating: "Fifteen B, eight seconds."

"If it goes into the blue, activate the deep scan on the left." The Doctor ordered, making to point at another button when Rose interjected: "Hang on a minute, I know. Push that one." She pointed at a button and Lily winced

The Doctor grimaced as he said: "Er, close." Rose pointed to another one. "That one?" Lily shook her head frantically in alarm as the Doctor grimaced again saying: "Now you've just killed us."

Rose pointed to another one. "Er, that one." She said, and the Doctor crowed: "Yeah! Now, what've we got. Two minutes to go?" He asked Jackie, who checked her watch, before nodding. "Lily, with me." He ordered and Lily nodded, sending an encouraging smile at Rose. The blonde didn't return it, and Lily's faded for a moment before the Doctor tugged her out.

The Doctor and Lily ran about, the Doctor activating the cones while Lily read a handheld monitor. "What's the line doing?" The Doctor asked. "It's holding." Lily murmured, and the Doctor nodded. "Rose?" The Doctor called to double check against the Tardis's scans.

Rose P.O.V.

"It's all right. It's holding!" Rose yelled back, and Jackie looked at her daughter. "You even look like him." She said suddenly, as she leaned against the side of the Tardis, her arms folded. Rose paused, before asking: "How do you mean?" She thought about it and then she smiled. "I suppose I do, yeah."

Jackie sighed, saying: "You've changed so much." "For the better." Rose said defensively and Jackie muttered: "I suppose." Rose turned in exasperation to look at her mum. "Mum, I used to work in a shop." Jackie looked offended as she said: "I've worked in shops. What's wrong with that?"

Rose immediately backtracked, muttering: "No, I didn't mean that." Jackie interrupted: "I know what you meant." There was an awkward pause as Rose turned back to the monitor. "What happens when I'm gone?" Jackie asked.

Rose sighed, turning back to her mother. "Don't talk like that." She began but Jackie said seriously: "No, but really. When I'm dead and buried, you won't have any reason to come back home. What happens then?" Rose shrugged, her head bowed as she turned her back, muttering: "I don't know."

"Do you think you'll ever settle down?" Jackie asked at last, and Rose mumbled: "The Doctor never will, so I can't." She turned back around, saying in a falsely cheery voice: "I'll just keep on travelling."

"And you'll keep on changing." Jackie said forlornly. "And in forty years time, fifty, there'll be this woman, this strange woman, walking through the marketplace on some planet a billion miles from Earth. But she's not Rose Tyler. Not anymore. And she'll be alone." Jackie said in a low voice.

Rose opened her mouth to ask, but paused, glancing out the door to where they could just see Lily. Jackie saw the look. "Yeah, exactly." Jackie murmured, and Rose looked at her. "I see it, and I know you see it. He's changed too, I can see that, and it's not for you, it's for Lily." Rose bit back a snappy retort, and Jackie continued: "You're changing for him, but Lily's still Lily, she's who she always was…"

"I know!" Rose snapped. "Smart, beautiful, perfect Lily!" She said bitterly, knowing it wasn't fair to her cousin, but… but she didn't want to lose the Doctor. "Kind, sweet Lily." Jackie corrected softly, and Rose bowed her head. "Lily's the same, and the Doctor's slowly changing to be like her. But he's leaving you behind as he does. And what will you do then, when he really falls in love with her?" Jackie asked, and Rose couldn't answer.

"Here we go!" The Doctor's voice came over the comm, and Rose quickly turned back to it, ignoring what had just passed between her and her mother as she called blithely: "The scanner's working. It says delta one six."

Doctor P.O.V.

"Scanner reads delta one six." Lily confirmed Rose's words. "Come on then, you beauty!" The Doctor crowed as he watched the field. As they watched, a ghost appeared between the cones, trapped. Lily kept an eye on it and the monitor as the Doctor placed a pair of red and blue 3D cardboard spectacles on his nose. He examined the ghost, before moving forward and twisting knobs and flicking switches on his adjustment box.

The ghost began to writhe as though it was in pain. Lily's eyes widened, while the Doctor grinned as he said: "Don't like that much, do you? Who are you? Where are you coming from?" "Doctor!" Lily called and the ghost swiped at him as it tried to break the field.

"Whoa!" The Doctor pulled back out of reach. "That's more like it!" He said cheerily. "Not so friendly now, are you?" "Doctor…" Lily trailed off, not sounding very happy. The Doctor didn't look back as they watched the ghost vanish.

"Help me!" He cried as he ran about, picking up the cones. Lily moved to help him, picking up the wires and cables, and they carried it all back into the Tardis. Not noticing a security camera on the building opposite turning to look directly at them.


	34. 13-2 Torchwood

"I said so!" The Doctor crowed triumphantly as he tossed his large backpack away, Lily coming in behind him. "Those ghosts have been forced into existence from one specific point, and I can track down the source." He moved to the Tardis console.

"Allons-y!" He shouted as he pulled a lever, and the Tardis shuddered, throwing the Doctor back. He caught Rose and she looked at him, but he was looking at where Lily had been thrown back and Rose bit her lip.

The Doctor leapt up and he moved about the console, taking them to the source of the ghost activity as he mused: "I like that. Allons-y. I should say 'allons-y' more often. Allons-y. Watch out, Rose Tyler, Lily Tyler. Allons-y." He tested it out.

"And then, it would be really brilliant if I met someone called Alonso, because then I could say, allons-y, Alonso, every time." He stopped before Rose, and he pointed out: "You're staring at me."

"My mum's still on board." Rose whispered, and the Doctor looked up in horror. Lily smirked as he turned to see Jackie sitting up on the second-story catwalk. "If we end up on Mars, I'm going to kill you." Jackie called, before folding her arms and Lily laughed at the look on the Doctor's face. Rose grinned up at him, but it fell as the Doctor turned to Lily.

"Why didn't you say something?" He asked, horrified, and Lily smiled at him. "You'd already taken off, and besides, what'd be the fun in that?" She asked, and he pulled a mock-glare at her. The Tardis landed and Lily raised her eyebrows at the Doctor. "Come on, then, Doctor. 'Allons-y'." She teased before she burst into peals of laughter at the Doctor's dumbfounded expression.

He grinned at her, before turning to check the scanner, neither of them noticing the look of shocked disappointment on Rose's face, nor the dejected but resigned look on Jackie's as she watched Rose's heartbreak begin right before her eyes.

Jackie hopped down to join them at the monitor that showed them what was happening outside. The Doctor frowned as he watched armed troops surround the Tardis. "Oh well there goes the advantage of surprise." The Doctor muttered, before saying brightly: "Still, cuts to the chase."

Jackie glanced to see Rose and the Doctor looking identically confident while Lily was looking with a worried crease in her brow. Jackie saw the Doctor begin to say "Allons-" and she saw him switch it quickly as he saw Lily's face, saying instead: "Stay in here, look after Jackie."

He walked off towards the Tardis doors, and Jackie sighed as she saw the proof of her own words right in front of her. Rose and the Doctor were too similar, too reckless- Lily was cleverer than Rose, and she was more careful and considerate. She was both the match and the opposite of the Doctor, and it was clear that that was what he needed.

"I'm not looking after my mum." Rose was protesting as she followed the Doctor, Lily trailing behind them concernedly. "Well, you brought her." The Doctor replied, and Jackie objected: "I was kidnapped!" Rose ran to block the door: "I'm coming too." She insisted, and the Doctor pulled her. Rose looked hopeful but he simply pushed her to Jackie, ordering: "Jackie, hold her back if you want her to stay alive."

Rose frowned as Jackie grabbed her daughter while the Doctor stepped forward again. Lily touched the Doctor's arm, making him pause. "Doctor, they've got guns." She said quietly. The Doctor looked at her amused. "And I haven't. Which makes me the better person, don't you think?"

He moved forward as he continued: "They can shoot me dead, but the moral high ground is mine." He made to open the doors, and Lily said quietly: "Just be careful." He paused, and looked back at her. "Promise." He said, and then pushed open the door.

He stepped out into a loading bay, and the soldiers all cocked their guns. He raised his arms in surrender. Rose and Jackie moved to lean against the door to eavesdrop while Lily turned and ran back to the monitor to get a good look.

"Oh! Oh, how marvellous." A blonde woman wearing a Bluetooth device on her ear stepped forward and she clapped, while the soldiers looked on confused. "Oh, very good. Superb. Happy day." She nodded, and the soldiers all lowered their guns, also clapping. The Doctor lowered his hands slowly.

"Er, thanks. Nice to meet you. I'm the Doctor." He said uncertainly as he tried to figure out what was going on. "Oh, I should say. Hurray!" The woman replied with a smile, and clapped again, the soldiers following her lead. The Doctor was completely taken aback and when the clapping stopped he stuttered out: "You, you've heard of me, then?"

The woman smiled. "Well of course we have. And I have to say, if it wasn't for you, none of us would be here. The Doctor and the Tardis." She sounded amazed and clapped once more, and the soldiers clapped with her. The Doctor forced a smile, and lifted his hands against the applause. They continued to clap anyways, and he had to mime shushing and cutting his throat before they finally stopped.

"And, and, and you are?" He asked the woman at last, and she just said airily: "Oh, plenty of time for that. But according to the records, you're not one for travelling alone. The Doctor and his companion." The Doctor's eyebrow lifted as he stared at the woman in disbelief. Lily frowned as well. _What was going on?_

The woman had continued: "That's a pattern, isn't it, right? There's no point hiding anything. Not from us." The woman's face had turned serious, and her narrowed a little before she brightened again, saying softly with a smile: "So where is she?" The Doctor was staring at the woman with an thoughtful face, and a few seconds passed before he said brightly: "Yes. Sorry. Good point. She's just a bit shy, that's all." He said, smiling and reaching inside the Tardis, grabbing the first person his hand touched.

"But here she is, Rose Tyler." He introduced as he pulled the blonde out, and Jackie stared back at him in horror. "Hmm." The Doctor looked her up and down, admitting: "She's not the best I've ever had. Bit too blonde. Not too steady on her pins. A lot of that." He mimed 'chatter' with his hand. The woman just smiled serenely at him as he continued: "And just last week, she stared into the heart of the Time Vortex and aged fifty seven years. But she'll do." He shrugged and Jackie glared at him.

"I'm forty." She protested, and Lily groaned- was this really the time? "Deluded." The Doctor said immediately, taking it in stride. "Bless. I'll have to trade her in. Do you need anyone? She's very good at tea. Well," he corrected and ignoring the dirty look Jackie was sending him, "I say very good, I mean not bad. Well," he corrected again as the strange woman just smiled, "I say not bad. Anyway, lead on." He rambled when the woman interrupted.

"And what about your dark-haired friend?" She asked, and the Doctor froze. So did Rose and Lily, and the girls exchanged looks across the Tardis. "Pardon?" He asked, his head tilted and his eyes narrowed ever so slightly. Lily slowly made her way over to the door, switching places with Rose.

"We saw you with a dark-haired woman on the security camera. You teleported out of the Powell Estate children's playground after you scanned a ghost, didn't you? We saw you enter the Tardis with a brunette woman, and you seem very keen on hiding something right now." The woman said it all with a smile that didn't ever seem to falter. The Doctor looked at her levelly.

"Right," he said darkly, before saying brightly: "Looks like I've been caught, but to be fair, I do try to protect my companions from dangerous situations. Lily, want to join us?" He called. The door opened slowly, and Lily slipped out, shutting the door tightly, and keeping Rose hidden. "Hello." She said with a fake smile at the woman.

"Lovely to meet you." The woman said. "That everyone?" She asked, and the Doctor nodded at her, giving her a dark look before smiling at her. "Just us, Lily's a lovely girl too, she actually does make good tea, but never mind that. Lead on." His face darkened in warning at the woman for a second before he returned to his cheery self and said brightly: "Allons-y. But not too fast."

He added in a stage whisper: "Her ankle's going." He jerked his head at Jackie, before grabbing Lily and pulling her tightly next to him as they followed the mystery woman and the soldiers. Lily grinned when she heard Jackie mutter visciously: "I'll show you where my ankle's going."

The woman commented as she led them down a passage: "It was only a matter of time until you found us, and at last you've made it. I'd like to welcome you, Doctor." She paused as they reached a door. She pushed it open as she announced: "Welcome to Torchwood."

The trio stared around a giant warehouse, full of boxes and crates, people working and jeeps and trucks driving around. In the corner, they could see a giant flying saucer in storage and the Doctor commented on it. "That's a Jathar Sunglider." He murmured, while Lily frowned as she thought back to the woman's words.

 _Torchwood…_ she'd heard that somewhere before. The woman was explaining about the saucer: "Came down to Earth off the Shetland Islands ten years ago." "What, did it crash?" The Doctor asked, turning to look at the woman, and she said nonchalantly: "No, we shot it down. It violated our airspace. Then we stripped it bare."

She smiled as she continued, while the Doctor turned to look back at the ship. "The weapon that destroyed the Sycorax on Christmas Day? That was us." Lily and the Doctor turned to her in disbelief. "Now, if you'd like to come with me." She nodded her head, and Lily couldn't believe how she was smiling continuously as she said awful things. The Doctor and Jackie exchanged disgusted looks too.

"The Torchwood Institute has a motto." The woman was saying as she led them further in. "If it's alien, it's ours. Anything that comes from the sky, we strip it down and we use it for the good of the British Empire." The Doctor was peering at the crates as Jackie looked at the woman like she was daft.

"For the good of the what?" She asked as she went up to the woman. The woman turned around to repeat: "The British Empire." The Doctor, Lily still gripped tightly beside him, came up to join them as Jackie pointed out: "There isn't a British Empire."

The woman just smirked: "Not yet." Jackie pursed her lips as the woman turned to a soldier nearby. Lily saw he was also wearing a Bluetooth device.

"Ah, excuse me." The woman continued. "Now, if you wouldn't mind." She took the large gun off the soldier, showing it to the Doctor. "Do you recognize this, Doctor?" She asked and he answered with a frown: "That's a particle gun."

The woman smiled as she examined the gun in her hands. "Good, isn't it? Took us eight years to get it to work." The Doctor said in a flat voice: "It's the twenty first century. You can't have particle guns." The woman looked at him life he was stupid.

"We must defend our border against the alien." She said with a small frown, as though it were obvious, before turning with a smile to the soldier. "Thank you…Sebastian, isn't it?" She asked, and the soldier answered: "Yes, Ma'am."

"Thank you, Sebastian." She said firmly with a smile, before turning to them and saying: "I think it's very important to know everyone by name. Torchwood is a very modern organization. People skills. That's what it's all about these days. I'm a people person." She smiled as she gave a light shrug as if to say 'what-can-I-say?'

"Have you got anyone called Alonso?" The Doctor suddenly asked, sounding very serious. Lily gave him a disbelieving look as the woman frowned, saying: "No, I don't think so. Is that important?" The Doctor shrugged, saying: "No, I suppose not. What was your name?" He asked abruptly.

"Yvonne. Yvonne Hartman." She replied with a smile, and the Doctor moved to look inside a crate. He finally let Lily go to pick up what looked like a black step-stool with a handle on it like a magnet. He hefted it in his hands, as Yvonne said cheerily: "Ah, yes. Now, we're rather fond of these. The Magnaclamp. Found in a spaceship buried at the base of Mount Snowdon. Attach this to an object and it cancels the mass."

She explained. "I could use it to lift two tonnes of weight with a single hand. That's an imperial ton, by the way." The Doctor lifted his eyebrows in grudging amazement. "Torchwood refuses to go metric." It was at that moment that Lily remembered where she had heard the word 'Torchwood' before. _Torchwood Estate._ She could hear the regal voice in her mind.

"I could do with that to carry the shopping." Jackie was saying as the Doctor dropped the Magnaclamp, and Lily's lips quirked into a small smile. The Doctor grabbed Lily once more as he turned away, while Yvonne said: "All these devices are for Torchwood's benefit, not the general public's." She said in a condescending tone.

The Doctor was examining a type of magnifying glass. "So, what about these ghosts?" He asked, and Yvonne answered lightly: "Ah yes, the ghosts." The Doctor turned so they faced Yvonne directly. "They're er what you might call a side effect." Lily raised her eyebrow as did the Doctor.

"Of what?" He asked. Yvonne simply smiled as she said: "All in good time, Doctor. There is an itinerary, trust me." "Doctor." Lily said abruptly as the Tardis was driven past them on the back of a truck. The Doctor turned to look at it directly as Jackie cried: "Oi! Where are you taking that?"

"If it's alien, it's ours." Yvonne said simply, and the Doctor said dismissively: "You'll never get inside it." His eyes never strayed from the Tardis as he watched its progress past them as Yvonne scoffed: "Hmm! Et cetera."

Yvonne left, and the Doctor glanced back as Rose peeked out of the Tardis. Lily saw, and she clenched her hands anxiously as she stared at her cousin, while the Doctor gave her a little nod. He turned away so as not to direct attention, and Lily forced herself to do the same, even as her heart was heavy with worry for Rose.

* * *

They were heading down a darker corridor when the Doctor commented: "All those times I've been on Earth, I've never heard of you." Yvonne scoffed as she said: "But of course not. You're the enemy. You're actually named in the Torchwood Foundation Charter of 1879 as an enemy of the Crown." She smiled again. Lily was really getting sick of her smiling.

The Doctor furrowed his brows in thought. "1879." He murmured and Lily piped up: "Sir Robert's place." The Doctor murmured as he realized: "That was called Torchwood, that house in Scotland." Yvonne nodded as she said: "That's right. Where you encountered Queen Victoria and the werewolf."

"I think he makes half of it up." Jackie retorted. The Doctor looked sheepish but Yvonne simply continued: "Her Majesty created the Torchwood Institute with the express intention of keeping Britain great, and fighting the alien horde." The Doctor was looking puzzled as he said: "But if I'm the enemy, does that mean that I'm a prisoner?"

"Oh yes." Yvonne said immediately. "But we'll make you perfectly comfortable. And there is so much you can teach us." She stopped outside a door. "Starting with this." She said as she beeped her ID onto the scanner, and the door slid open to reveal a lab.

The Doctor's grip on Lily's waist tightened as they walked through and Lily saw a huge black sphere hanging in the air at the end of the room. There were two men working on control panels below the sphere. "Now, what do you make of that?" Yvonne asked. Lily noticed that the scientists here also had the Bluetooth devices on their ears. It seemed all the workers did.

One of the scientists looked up as they entered and made his way over while the Doctor never looked away from the sphere. "You must be the Doctor." The scientist said before raising his hand for a handshake as he introduced himself. "Rajesh Singh. It's an honour, sir."

"Yeah." The Doctor mumbled back, not looking away from the sphere to even glance at the man before him. Rajesh's face fell as he was ignored, while Lily pursed her lips- she'd seen the Doctor rude before but this time, it seemed he was too absorbed in figuring out what he was seeing to actually respond properly. She would've still shaken the man's hand in his stead, but the Doctor's grip around her had tightened incredibly, pulling her in very close, almost protectively.

"What is that thing?" Jackie asked, and Rajesh lowered his hand awkwardly while Yvonne answered with a shrug: "We've got no idea." "But what's wrong with it?" Jackie asked, and Rajesh asked her questioningly: "What makes you think there's something wrong with it?"

Yvonne also turned to look at Jackie as Jackie shrugged and muttered: "I don't know. It just feels weird." The Doctor suddenly let Lily go, moving forward to examine the sphere from right underneath it as Yvonne said: "Well, the sphere has that effect on everyone. Makes you want to run and hide, like it's forbidden." Lily stepped after the Doctor, and Yvonne followed to the stairs leading up to under the sphere.

"We tried analyzing it using every device imaginable." Rajesh was explaining as the Doctor put on his 3D glasses. "But according to our instruments, the sphere doesn't exist. It weighs nothing, it doesn't age. No heat, no radiation, and has no atomic mass." "But I can see it." Jackie protested and Rajesh nodded, saying: "Fascinating, isn't it? It upsets people because it gives off nothing. It is absent."

"Well, Doctor?" Yvonne asked from her position by the stairs, and the Doctor replied absently: "This is a Void Ship." Yvonne waited before asking at last as Rajesh joined her: "And what is that?" Lily joined the Doctor as he removed his glasses to look at Yvonne.

"Well, it's impossible for starters." He said, before looking back up at the sphere. "I always thought it was just a theory, but it's a vessel designed to exist outside time and space, travelling through the Void." He explained as he took Lily's hand and led her back, sitting them on the steps before the Torchwood people. Rajesh and Yvonne exchanged looks before Rajesh asked: "And what's the Void?"

"The space between dimensions." The Doctor explained, using his hands to illustrate his words. "There's all sorts of realities around us, different dimensions, billions of parallel universes all stacked up against each other. The Void is the space in between, containing absolutely nothing." He paused to look at each of them.

"Imagine that. Nothing. No light, no dark, no up, no down, no life, no time. Without end." The Doctor's eyes unfocused, staring blankly ahead as he continued. "My people called it the Void. The Eternals call it the Howling. But some people call it Hell." He finished in a low voice, sighing as he sat in thought.

Yvonne took a deep breath while Rajesh said: "But someone built the sphere. What for? Why go there?" The Doctor shrugged, saying: "To explore? To escape?" He looked back at the sphere as he continued: "You could sit inside that thing and eternity would pass you by. The Big Bang, end of the Universe, start of the next, wouldn't even touch the sides. You'd exist outside the whole of creation." Lily stared up at it silently.

"You see, we were right." Yvonne said happily, and the Doctor and Lily turned to look at her. "There is something inside it." She said with a satisfied smile as she looked up at the sphere, and the Doctor mumbled very softly: "Oh, yes." He was staring at her with a dark expression, and she looked at him questioningly.

"So how do we get in there?" Rajesh asked him expectantly and Lily stared at him. He wasn't serious, was he? "We don't!" The Doctor said firmly, standing up abruptly and jumping off the stairs. "We send that thing back into Hell." He pointed at it while Lily slowly joined him.

"How did it get here in the first place?" He demanded. "Well, that's how it all started." Yvonne explained. "The sphere came through into this world, and the ghosts followed in its wake."

"Show me." The Doctor demanded and turned to leave. Lily saw the annoyed looks Yvonne and Rajesh shared before Yvonne followed the Doctor out. Lily followed with Jackie as Yvonne led them out. Lily saw the Doctor exit the lab ahead of them and turn left, and she frowned.

She thought they'd come from the right, and as she thought that, Yvonne said: "No, Doctor." Lily grinned fondly as the Doctor walked past, heading to the right side. She ran a little ahead to be right behind him, but he reached out and grabbed her by the waist, bringing her close next to him.

"Stay beside me, I don't trust what's going on." He murmured to her, and Lily nodded. "And Rose?" She asked, and the Doctor shrugged. "She'll be alright." Yvonne then caught up, leading them off to where the sphere had come through.


	35. 13-3 Not ghosts

Yvonne led them into a white lab where several workers sat typing before their computers. She urged them deeper into the room, leading them to a blank wall at the far end of the room. Yvonne pointed at the blank wall, saying: "The sphere came through here. A hole in the world. Not active at the moment, but when we fire particle engines at that exact spot, the breech opens up."

She gestured at a lever nearby, and the Doctor asked in wonder: "How did you even find it?" Yvonne shrugged as she answered: "We were getting warning signs for years. A radar black spot. So we built this place, Torchwood Tower." Lily blinked. _Excuse me?_ She thought. _They built a Tower?_ "The breech was six hundred foot above sea level. It was on the only way to reach it."

The Doctor was also looking surprised as he placed his 3D glasses back on to examine the wall. "You built a skyscraper just to reach a spatial disturbance? How much money have you got?" He asked in shock. Yvonne just answered with another mysterious smile: "Enough." Yvonne went to check on Jackie, who hadn't joined them in the room, while the Doctor folded his arms, removing his glasses as he looked at the wall pensively.

"They can't keep opening that hole, can they? It's like a crack, it'll just keep getting bigger." Lily whispered anxiously to the Doctor, and he nodded. "No, they can't. Don't worry, we'll find a way to set this right." He assured her and Lily nodded. She turned back to go after Yvonne to Jackie.

Jackie was staring out of a window from Yvonne Hart's office. "Hold on a minute." Jackie said suddenly. "We're in Canary Wharf. Must be. This building, it's Canary Wharf." She turned to Yvonne who joined her, saying: "Well, that is the public name for it. But to those in the know, it's Torchwood." Lily had just joined them, when the Doctor strolled up behind them.

He leaned on the glass partition leading into Yvonne's office as he said: "So, you find the breach, probe it, the sphere comes through six hundred feet above London, bam. It leaves a hole in the fabric of reality." His voice, which had been somewhat put out now turned mocking. "And that hole, you think, oh, shall we leave it alone? Shall we back off? Shall we play it safe? Nah, you think let's make it bigger!" He said in complete disbelief and somewhat insultingly.

Yvonne just leveled a look at him, saying, "It's a massive source of energy. If we can harness that power, we need never depend on the Middle East again. Britain will become truly independent."

She checked her watch. "Look, you can see for yourself. Next Ghost Shift's in two minutes." Yvonne strolled out the office, Lily frowning after the woman while the Doctor said bluntly: "Cancel it." "I don't think so." Yvonne said over her shoulder, and the trio trailed behind her as the Doctor snapped angrily: "I'm warning you, cancel it."

"Oh, exactly as the legends would have it." Yvonne said scornfully as she turned to face him. "The Doctor, lording it over us. Assuming alien authority over the Rights of Man." Lily scowled at the woman as the Doctor said in a dark voice: "Let me show you."

He walked back into Yvonne's office, looking at them through the glass partition. "Sphere comes through." He said, and then he pointed his screwdriver at the glass, making it crack. The glass continued to crackle as he removed his sonic and said: "But when it made the hole, it cracked the world around it. The entire surface of this dimension splintered." He explained as he gestured at the cracks.

"And that's how the ghosts get through. That's how they get everywhere." He pass his hand over the crackling glass as the cracks spread out across the whole pane. "They're bleeding through the fault lines. Walking from their world, across the Void," he mimed walking with his two fingers, "and into yours, with the human race hoping and wishing and helping them along."

Lily suddenly understood what he was going to do and stepped back, pulling Jackie with her away from the glass. The Doctor finished off, staring at Yvonne: "But too many ghosts, and-" He tapped the glass very lightly, but the whole pane shattered, sending glass flying.

Yvonne looked unnerved but she only said: "Well, in that case we'll have to be more careful." She turned back to her crew: "Positions! Ghost Shift in one minute." Lily looked at her in exasperation. "Just listen to the Doctor, he knows what he's doing!" Lily cried at her, while the Doctor stepped over the broken glass to approach the woman as he said darkly: "Miss Hartman, I am asking you, please don't do it."

Yvonne turned to face him, snapping: "We have done this a thousand times." "Then stop at a thousand!" The Doctor shouted back, frustrated. Lily was getting increasingly annoyed with the woman as Yvonne said firmly: "We're in control of the ghosts. The levers can open the breach, but equally they can close it." The pair stared in a silent battle of wills, and Lily couldn't take it any more.

"You-" she started to snap at Yvonne when the Doctor raised a hand to silence her, saying simply: "Okay." He took Lily's hand, and turned away from Yvonne. Lily looked at him, trying to figure him out while Yvonne and Jackie just watched in surprise. "Sorry?" Yvonne asked him as the Doctor let go of Lily's hand by the broken glass.

"Never mind." The Doctor said lightly as he stepped through the broken glass and pulled out a chair from Yvonne's office. "As you were." He said, and Yvonne asked confused: "What, is that it?" The Doctor wheeled the chair into the lab, placing it in the center of the people working on their computers. Lily saw where he was going with this and sighed. It was childish, but- she grudgingly admitted- it would probably work.

"No, fair enough." The Doctor was saying. "Said my bit. Don't mind me." He sat down in the chair, asking mockingly: "Any chance of a cup of tea?" A woman at one of the computers turned her head slightly to Yvonne, saying: "Ghost Shift in twenty seconds." "Mmm, can't wait to see it." The Doctor said with a sarcastic smile.

"You can't stop us, Doctor." Yvonne said, but she was starting to look, for the first time, actually unnerved. The Doctor simply agreed with her, saying: "No, absolutely not. Pull up a chair, Rose." He said to Jackie, as he pulled Lily to sit on the armrest beside him. "Come and watch the fireworks." He added scornfully looking at Yvonne as he wrapped his arm around Lily's waist while Jackie came to stand beside his chair in a show of unity.

The woman at the computer continued: "Ghost Shift in ten seconds." Yvonne and the Doctor had entered another staring match, the Doctor wearing a small sarcastic smile while Yvonne's face was impassive, as the woman continued to count down: "Nine, eight, seven, six, five, four, three, two-"

"Stop the shift." Yvonne said sharply. "I said stop." She ordered again to ensure it was followed through. The Doctor nodded, and said quietly: "Thank you." His face was now genuine once more, and Yvonne muttered back: "I suppose it makes sense to get as much intelligence as possible."

She then added sharply: "But the programme will recommence, as soon as you've explained everything." She looked at the Doctor sternly, and the Doctor replied simply: "I'm glad to be of help." Yvonne ordered: "And someone clear up this glass." She looked back down at him. "They did warn me, Doctor. They said you like to make a mess." She said before she walked off.

The trio exchanged looks, Jackie glancing at the wall, before going after Yvonne, unnerved. The Doctor walked out after her, but Lily paused, puzzled as she looked at the woman at the computer. She was a beautiful young lady, but what had caught Lily's attention was the fact that she was wearing two Bluetooth devices.

Lily glanced around the room, noticing the two men at the remaining computers were also wearing two devices. She shrugged it off, concluding that maybe for some reason personnel directly involved in the ghost shifting had to wear two devices for some unknown reason. But she felt a gnawing in her gut and resolved to speak with the Doctor about it later.

* * *

"So these ghosts," Yvonne was asking, confused, "whatever they are, did they build the sphere?" They were all sitting in her office, Yvonne working on her laptop while the Doctor was sitting across from her, leaning back in the chair with his white Converse-clad feet crossed on Yvonne's desk. Lily was sitting on a chair beside him.

"Must have." The Doctor answered. "Aimed it at this dimension like a cannon ball." He mused, when Yvonne's computer beeped and Rajesh's voice came through. "Yvonne?" He said, and Yvonne looked down while he continued, presumably over video phone: "I think you should see this. We've got a visitor." Lily and the Doctor exchanged a glance. "We don't know who she is, but funnily enough, she arrived at the same time as the Doctor."

The Doctor grimaced lightly but both he and Lily schooled their faces into blank looks as Yvonne turned her laptop so they could see the screen. Lily peered and saw Rajesh sitting before the camera with a very sheepish Rose dressed in a white lab coat. Yvonne was watching them carefully as she asked the Doctor: "She one of yours?"

"Never seen her before in my life." The Doctor replied with a shrug, and Yvonne replied with a smile: "Good. Then we can have her shot." Lily's face fell and the Doctor sighed. He muttered: "Oh, all right then. It was worth a try." He sat up, lowering his feet to the ground as he nodded at the screen. "That's, that's Rose Tyler." He said sheepishly.

Yvonne looked down at the screen as Rose whispered: "Sorry." She then waved at them guiltily. "Hello." She called, and the Doctor waggled his fingers back at her with a smile while Lily nodded and gave her a small, encouragingly smile. Yvonne asked confused: "Well, if that's Rose Tyler, who's she?" She nodded at Jackie.

"I'm her mother." Jackie replied defiantly, Yvonne moved her gaze back to the Doctor. "Oh, you travel with her mother?" She asked, completely amused, and she raised her eyebrows as if to say 'I'm-not-judging-you…but I really am'.

"He kidnapped me." Jackie said defensively, and the Doctor butt in pleading in a low voice: "Please, when Torchwood comes to write my complete history," Yvonne looked highly amused, "don't tell people I travelled through time and space with her mother." Yvonne laughed at him, as Lily giggled as well.

"Charming." Jackie snapped, and the Doctor replied in a whine: "I've got a reputation to uphold." Yvonne meanwhile turned to Lily. "And are you actually Lily, then?" She asked, and Lily nodded. "What, are you his daughter now or something?" Yvonne joked and Lily laughed, shaking her head.

"No, I'm Rose's cousin." She answered and Yvonne snorted while the Doctor groaned. "Oh, so you're travelling with the whole family then." Yvonne laughed at the Doctor, who was looking very put out. "Please, just, don't write in the mother." He begged, and Lily laughed while Jackie pouted. There was a clanging sound, and Yvonne and Lily looked over at the portal lab, but the Doctor was busy placating the offended Jackie.

"Excuse me?" Yvonne said sharply, standing and heading into the lab while the Doctor paused to look after her. "Everyone? I thought I said stop the ghost shift." She said from her doorway, and Lily frowned as she had that sinking feeling in her stomach that never bore well. "Who started the programme?" Lily and the Doctor watched as the workers continued to type furiously, ignoring Yvonne. "But I ordered you to stop! Who's doing that?" She asked as they saw the lever for the ghost portal moving on its own.

"Right, step away from the monitors, everyone." She ordered, heading into the lab, and the trio followed behind her. "Gareth, Addy, stop what you're doing, right now. Matt, step away from your desk." She was barking out the orders by now, but they weren't listening. Lily nudged the Doctor, pointing to the dual Bluetooth devices in the workers' ears. "That's an order! Stop the levers! Andrew!"

She shouted and a scientist grabbed a lever each as they pulled against them to stop them from opening. "Stop the levers!" Yvonne ordered, and the Doctor moved to the woman Lily had pointed out first. "What's she doing?" He asked as he headed over urgently, and Yvonne followed, ordering: "Addy, step away from the desk." The Doctor tested Lily's theory, snapping his hands before Addy's face but the woman didn't flinch.

"Listen to me. Step away from the desk." Yvonne kept saying, and the Doctor whispered: "She can't hear you." He looked at Addy's screen and Lily and Yvonne also peered at it as he said in a low voice: "They're overriding the system." The Doctor and Yvonne lifted their heads to look at the walls. "We're going into Ghost Shift." The Doctor murmured.

The wall that was the opening to the portal was becoming brighter as it let off a bright white light. The Doctor turned to examine the devices in Addy's ears. "It's the ear piece." He muttered. "It's controlling them. I've seen this before. Lily was right."

He reached into his jacket pocket as Lily's face fell. Sometimes she hated it when she was right, and now was one of those times. She watched sadly, knowing what the Doctor was about to do. "Sorry. I'm so sorry." The Doctor whispered before pointing his screwdriver at her earpiece.

Addy gasped and started to scream, trying to twist away from the pain the sonic was causing in her ear. The other two men also started to scream in pain, before they all collapsed, dropping onto their desks. "What happened?" Yvonne asked as she and Jackie looked around in alarm, while Lily bowed her head. "What did you just do?"

"They're dead." The Doctor replied, placing his screwdriver back in his jacket and leaning over Addy's prone form to work at her computer. "You killed them." Jackie accused in horror, and the Doctor answered as he typed: "Oh, someone else did that long before I got here. Lily, see if you can stop that portal from opening." Lily quickly moved to one of the other computers, leaning over the dead man as she typed away.

"But you killed them!" Jackie cried, still in horror. Lily called out: "No, he didn't and now isn't the time, Aunt Jackie!" as the Doctor snapped as he briefly turned to her: "Jackie, I haven't got time for this."

He turned back to the computer as Yvonne asked: "What are those ear pieces?" "Don't." The Doctor snapped, not turning away from the computer screen as he typed frantically. "But they're standard comms. devices. How does it control them?" Yvonne asked.

The Doctor gave up on Addy's computer and ran past the two woman standing by his shoulder, saying to Yvonne: "Trust me, leave them alone." He joined Lily to see if she'd made progress and Lily looked up at him, shaking her head.

"But what are they?" Yvonne asked, and Lily looked over just as the older woman pulled one of the earpieces off Addy's ear. She lifted it and Lily felt sick as she saw the rope of grey matter that had been pulled out with the earpiece, hanging on to the device.

"Urgh! Oh, God! It goes inside their brain." Yvonne said in horror as she dropped the thing in disgust. "What about the Ghost Shift?" The Doctor asked quickly. Yvonne looked up at the wall and said: "Ninety percent there and still running." The Doctor turned to Lily, asking: "Lily, anything?" The girl shook her head. "They've overridden everything."

"Can't you stop it?" Yvonne asked, and the Doctor replied: "They're still controlling it. They've hi-jacked the system." He reached into his jacket for his sonic as Yvonne joined them and she asked: "Who's they?" The Doctor ignored her as he thought aloud: "It might be a remote transmitter but it's got to be close by." He began to point the sonic around the room, looking for a signal.

"I can trace it." He pointed it out the lab. "Jackie, stay here!" The Doctor shouted as he ran, and Lily followed immediately. Yvonne followed the pair, ordering the scientists holding onto the levers: "Keep those levers down. Keep them offline." None of them saw Yvonne's laptop displaying Rajesh trying to speak to them frantically as the message 'Sphere Activated' played below his video feed.

* * *

The Doctor was following his pulsing sonic, tracking the signal with Lily right at his heels. Yvonne was slightly behind them as they walked down the corridor. They passed two soldiers going the opposite direction, and Yvonne ordered: "You two. You come with us." The soldiers immediately followed orders with a "Yes, ma'am" before they fell into line behind the group as they headed down.

They reached an unoccupied floor, and the sonic pulsed towards a plastic screen that cut off a large part of the floor. There was a red, 'No Entry' gate, but it was easily pushed aside. The Doctor asked in a low voice: "What's down here?" Yvonne whispered back: "I don't, I don't know. I think it's building work. It's just renovations." The Doctor looked at her. "You should go back." He said seriously.

Yvonne scoffed, nodding at Lily. "But she get's to come? Think again." She murmured, and the Doctor shrugged. He walked forwards carefully, pulling the plastic curtain aside and stepping through, Lily right behind him and peering over his shoulder cautiously. Yvonne followed behind, the soldiers bringing up the rear. They were met by a series of plastic sheets blocking their view, and they walked through them carefully.

The sonic beeped faster, indicating they had arrived. The Doctor frowned as he looked down at it while Lily's heart raced and she breathed deeply to try calm her nerves. "What is it? What's down here?" Yvonne asked quietly, and the Doctor whispered: "Ear pieces, ear pods. This world's colliding with another, and I think I know which one."

Suddenly they were covered in shadows as figures appeared behind the plastic screens in front of them. Lily swallowed, recognizing the circular heads with the square frames around them. "Doctor…" She whispered in horror, and he gripped her hand with his free one. "What are they?" Yvonne asked, and Doctor said, his voice also horrified: "They came through first."

The figures sliced through the plastic with their hands, and the group looked around as each one became fully visible through the tears. The Doctor finished: "The advance guard." The Cybermen stepped through the tears, stepping towards the group as they formed two lines. "Cybermen!" The Doctor shouted, and he grabbed Lily, pulling her behind him as Yvonne gasped. The three ran as the soldiers stepped in front and opened fire on the six Cybermen.

The Doctor pulled a plastic screen aside, only to be faced by another Cyberman. He quickly let the plastic fall, but they were trapped, as he glanced back to still hear the gunshots from behind them. Lily gripped his hand as she clung to his back, the Doctor keeping her shielded with his body as he glanced back and forth with no place to run.

* * *

They were led back into the lab with the portal levers, the Doctor in front, Lily behind him and Yvonne behind Lily. The three had their hands clasped behind their heads as they were marched between the Cybermen, taken prisoner. As soon as they were inside the lab, the Doctor yelled out orders to the people inside.

"Get away from the machines. Do what they say. Don't fight them!" He shouted, but some of the people weren't quick enough. Jackie and a few scientists joined them in time but the Cybermen activated their guns and shot the scientists holding the levers as the Doctor yelled at them not to shoot. Yvonne screamed, rushing forwards but Lily caught her, stopping her with a shake of her head.

Lily bit her lip as she watched the scientists fall and heard their dying screams as they were blasted away. "What are they?" Jackie asked, frightened as Yvonne raised a hand to her mouth in horror and despair. The Doctor pulled Lily behind him as one of the Cybermen turned to them.

"We are the Cybermen." It said, before it turned back to the portal. "The Ghost Shift will be increased to one hundred percent." It pressed a button on its chest and the lever moved up automatically. "Online." A computer confirmed and everyone in the room turned to look at the wall as the Doctor murmured: "Here come the ghosts."

The group shielded their eyes against the light as it brightened, and they saw the shadowy figures appearing at the wall. Lily could hear the distinct sound of marching feet, the sound which had haunted her nightmares after they had lost Mickey. She swallowed while the Doctor squeezed her hand.

"But these Cybermen," Jackie whispered, "what've they got to do with the ghosts?" The Doctor sighed and he snapped: "Do you never listen? A footprint doesn't look like a boot." "Achieving full transfer." The Cyberman right in front of the Doctor said. The Doctor lowered his hand from in front of his eyes as he said darkly: "They're Cybermen. All of the ghosts are Cybermen." The ghostly figures in front of them solidified to show an entire squadron of Cybermen. "Millions of them, right across the world." The Doctor murmured and Lily closed her eyes in despair.

"They're invading the whole planet." Yvonne said in horror and the Doctor corrected darkly: "It's not an invasion. It's too late for that. It's a victory." Suddenly Addy's computer beeped as it said in an automated voice: "Sphere activated."

They all looked at it to see the message as well as the data analysis charts that now showed the sphere, its mass, its density, everything. "Sphere activated." Lily's eyes widened in horror. "Sphere activated." The Doctor frowned as he saw the hologram indicating the sphere was opening. "Sphere activated."

"But I don't understand." The Doctor ran at the Cyberman who'd spoken to them earlier as he spoke, frowning in confusion. "The Cybermen don't have the technology to build a Void Ship. That's way beyond you. How did you create that sphere?" The Cyberman looked at the Doctor.

"The sphere is not ours." It said. Lily's blood ran cold as the Doctor's face dropped in horror. "What?" He whispered, and the Cyberman replied: "The sphere broke down the barriers between worlds. We only followed. Its origin is unknown."

The Doctor's eyes unfocused as he thought, his face still set in a horrified look. "Then what's inside it?" He murmured while Lily whispered: "Rose." Jackie looked at them in panic. "Rose is down there." She realized in horror, and Lily paled. _This is so not good._


	36. 14-1 Doomsday

Lily P.O.V.

"What's down there?" Jackie demanded, glancing at the floor to indicate the Sphere lab. "She was in that room with the sphere. What's happened to Rose?" The Doctor snapped at her: "I don't know." He was leaning anxiously against the wall as he tried to think of a way out of this mess.

Jackie looked at him, hurt and worried, and she began to sob, covering her mouth with her hand. Lily immediately went to hug her aunt, looking at the Doctor reproachfully. The Doctor sighed, pushing himself off the wall and coming towards the pair. "I'll find her." He promised as Jackie sobbed. "I brought you here, I'll get you all out, you, your daughter, and your niece." Jackie managed to stop her sobs and Lily pulled back gently.

"Jackie, look at me. Look at me." The Doctor ordered, and Jackie looked up with a sniffle. He looked directly at her as he promised: "I promise you. I give you my word." Jackie gazed at him, searching his face. Her brows relaxed a bit, and her face turned more hopeful as she placed her trust in the man before her.

The Cyberman leader interrupted as he walked out of the lab to say to Yvonne, who was seated at her laptop in her office: "You will talk to your central world authority and order global surrender." Yvonne scoffed at him as she sneered: "Oh, do some research. We haven't got a central world authority."

"You have now." The Cyberman leader replied. "I will speak on all global wavelengths. This broadcast is for human kind." It began, and the Doctor pulled on his 3D glasses as the Cyberman continued: "Cybermen now occupy every land mass on this planet, but you need not fear. Cybermen will remove fear. Cybermen will remove sex and class and colour and creed. You will become identical. You will become like us. I ordered surrender."

* * *

The group had moved slowly to stare out Yvonne's office window to watch the aftermath of the broadcast. Lily stared down to watch London burning, the streets filled with panicked and screaming people while the military fought back and blew up the Cybermen with things like bazookas and small missiles. "I ordered surrender." The Cyberman leader said as he stood beside them. He sounded almost confused.

The Doctor looked at it with his arms folded as he snapped: "They're not taking instructions. Don't you understand? You're on every street, you're in their homes, you've got their children! Of course they're going to fight." He shouted at it while Lily closed her eyes, tired of looking at the horror below.

Suddenly, all the Cybermen in the lab turned in their lines, facing out as they stood in formation. The Cyberman leader turned away to face its soldiers as one said said: "Scans detect unknown technology active within Sphere chamber." The leader ordered: "Cybermen will investigate. Units ten six five and ten six six will investigate Sphere chamber."

"We obey." Came the response, and Lily waited anxiously. The Cyberman leader turned to look at Yvonne's laptop. "Units open visual link." It said, and a Cyberman's view came up on the screen. Lily could see it was walking out of a warehouse, heading towards the exit. "Visual contact established." The Cyberman leader affirmed.

Something rolled into view through the doors and Lily's mouth fell open. Rose had once described the Daleks when she'd been explaining what she knew of the Time War, the war the Doctor had fought in and now didn't talk about, didn't even want to think about from what Lily had gathered.

Lily was pretty sure the golden pepper-pot with knobs and an eyestalk wheeling into view fitted the exact description. As if to confirm her guess, the Doctor's arms dropped to his side as he stared at the screen in disbelief. _But Rose said they were all destroyed._ Lily thought incredulously as she stared at the screen.

 **"** Identify yourselves." The Dalek ordered, and the Cyberman in the warehouse ordered back: "You will identify first." "State your identity." The Dalek said, and the Cyberman replied: "You will identify first." "Identify!" The Dalek ordered.

"That answer is incorrect and illogical. You will modify." The Cyberman said, and the Dalek replied: "Daleks do not take orders." Lily sighed- it had just identified itself. She was almost afraid to look at the Doctor, now that she knew that thing was indeed a Dalek. "You have identified as Daleks."

Jackie whispered to the Doctor, leaning past Lily: "Rose said about the Daleks. She was terrified of them. What have they done to her, Doctor? Is she dead?" The Doctor turned to her quickly, spitting out in a whisper: "Phone." Jackie asked, confused: "What?" "Phone!" The Doctor spat out quietly.

Jackie quickly handed the Doctor her phone while Lily stepped in front of him to block him from the Cyberman leader's view as he phoned Rose. They waited for a beat anxiously, before the Doctor murmured reassuringly: "She's answered. She's alive." Jackie clasped her hands in front of her mouth in relief and delight, and Lily breathed slowly.

"Why haven't they killed her?" The Doctor wondered. "Well, don't complain!" Jackie whisper-scolded him, and Lily murmured: "She's smart and she's travelled with you. She probably said something that caught their interest." The Doctor nodded, musing: "They must need her for something."

He listened, and Lily waited- Rose was probably holding her phone so the Doctor could hear what was happening in the Sphere Room. "The Genesis Ark?" He suddenly asked, frowning. Lily looked at him, but he looked puzzled so she concluded it must be something he'd heard from the Daleks with Rose. He turned to look at the laptop, pulling out his 3D glasses as the Cyberman with the Daleks said: "Our species our similar, though your design is inelegant"

"Daleks have no concept of elegance." The Dalek replied, and the Cyberman said: "This is obvious. But consider, our technologies are compatible. Cybermen plus Daleks. Together, we could upgrade the Universe." Lily's heart stopped. Uh oh.

"You propose an alliance?" The Dalek asked, and the Cyberman answered: "This is correct." The Doctor swallowed while Lily waited anxiously for the Dalek to reply. "Request denied." It said, and Lily breathed. The Cybermen in the warehouse readied their guns, saying: "Hostile elements will be deleted."

They shot at it, but it didn't do anything to the Dalek. "Exterminate!" It cried, and it shot, and they lost visuals as the screen turned black, presumably because the Cybermen were killed.

The Cyberman leader walked out of the office, ordering: "Open visual link." There was a pause, and then the Cyberman said: "Daleks, be warned. You have declared war upon the Cybermen." Lily leaned in to the Doctor's shoulder to hear what was happening with Rose. She listened as she heard a Dalek say: "This is not war. This is pest control."

The Cyberleader replied: " We have five million Cybermen. How many are you?" Lily heard the response and almost choked on her spit. "Four." The Cyberleader asked the question in Lily's mind: "You would destroy the Cybermen with four Daleks?"

"We would destroy the Cybermen with one Dalek." The Dalek replied. "You are superior in only one respect." It continued, and the Cyberleader asked: "What is that?" The Dalek responded: "You are better at dying."

The Doctor paced away, behind the Cyberleader and Lily stared after him desperate to know what was happening. As he walked back towards them, he hung up, muttering with a frown: "Lost her." Jackie looked up alarmed and Lily asked quietly: "What happened?" He looked at her, and murmured: "They raised the communications barrier."

The Cyberleader walked into the lever lab, ordering its troops: "Quarantine the Sphere chamber. Start emergency upgrading. Begin with these personnel." It turned to look at the remaining scientists huddled in the corner of the lab and at the group in Yvonne's office.

Lily paled as the Cybermen came towards them, and the Doctor grabbed her hand, pulling her behind him in a desperate but useless gesture. "No," Yvonne shouted as the Cybermen grabbed them, "you can't do this! We surrendered! We surrendered!" She shouted as the Cybermen dragged them all out, wrenching apart the Doctor and Lily's connected hands.

"This one." The Cyberleader said suddenly as he stopped the one holding the Doctor. "His increased adrenaline suggests that he has vital Dalek information." The Doctor was pulled away separately, and Lily screamed: "Doctor!" while Jackie screamed desperately at the Doctor: "Stop them! I don't want to go!"

"I demand you leave that girl and that woman alone!" The Doctor yelled as Lily was pulled further down the corridor and Jackie continued screaming: "You promised me!" "I won't help you if you hurt them." The Doctor said desperately, and Jackie screamed as she was dragged around the corner: "You gave me your word!" "Doctor!" Lily cried as she was dragged after Jackie.

The Doctor cried desperately as Jackie was wrenched around the corner: "Jackie, don't fight. Lily!" "Doctor!" Lily screamed in panic as she was pulled around the corner, losing sight of the man. "Lily!" The Doctor yelled as she disappeared from his sight, and he pulled against the Cyberman holding him one last time. He knew it was in vain, but his two hearts felt like they'd followed the girl and been wrenched out of his chest the moment she had been dragged away from him.

* * *

The women were back in the unoccupied floor, inside the area with the plastic sheets and Lily cringed as sparks and lights flew from the hidden areas, people's screams coming from the place behind the plastic sheets that blocked their view.

Jackie asked panicked: "What happens in there? What's upgrading mean? What do they do?" Yvonne answered in a terrified voice: "I think they remove the brain. Sorry. I think they remove the brain and they put it in a suit of armour." Jackie looked at Lily for confirmation and the girl swallowed hard, just nodding.

Yvonne looked at the Cyberman in front of them. "That's what these things are. They're us." She whispered, and Jackie looked back at the other woman in complete horror. "Next." The Cyberman in front of them said, and it grabbed Yvonne's arm as Jackie snapped: "This is your fault."

Yvonne was dragged forward while Jackie yelled spitefully after her: "You and your Torchwood. You've killed us all!" "Aunt Jackie." Lily whispered gently, trying to not lay blame on the woman who'd just done what she thought was right. Yvonne shouted back at Jackie. "I did my duty for Queen and Country."

Yvonne wrenched her arm out of the Cyberman's grasp and Lily heard her faint murmurs: "I did my duty. I did my duty. Oh, God. I did my duty." The woman stepped bravely forward to face her fate, and Lily's heart went out to the poor woman.

Sparks flew and Jackie's mouth opened in horror as Yvonne screamed. Lily shook, terrified, and her heart fell, before it clenched in fear and despair. Aunt Jackie was next, then her, and she didn't even want to think what might be happening to Rose and the Doctor.

* * *

Doctor P.O.V.

The Doctor sat by the window, staring out blindly as he remembered Lily's terrified expression as she was dragged off. "You are proof." The Cyberleader said as it came up to him, and the Doctor asked darkly: "Of what?"

"That emotions destroy you." The Cyberman replied, and the Doctor replied lightly: "Yeah, I am." He was distracted by a sound coming from the ghost portal. "Mind you, I quite like hope." He said as he realized what the sound meant, and as it got louder he continued: "Hope's a good emotion. And here it comes." The Cyberleader turned around to look where the Doctor was peering expectantly.

Suddenly, a group of men dressed in black, wearing gasmasks and carrying large guns appeared out of thin air, having arrived through the portal. They fired at the remaining Cybermen in the lab, and the Cyberleader walked out to confront them. The man in the front saw it coming and shot it, while the Doctor ducked out of the way.

The Cyberleader jerked before falling to its knees as its head exploded, and the rest of it collapsed onto the ground. The man who'd shot the thing stood up, calling: "Doctor?" The Doctor stood up and wandered carefully to the doorway of Yvonne's office. "Good to see you again." The man said, before removing his mask to reveal… "Jake?" The Doctor asked, surprised, his brows furrowing as he recognized the man.

"The Cybermen came through from one world to another, and so did we." Jake said proudly as he stepped forward towards the Doctor. The Doctor just looked at him in complete shock. _What on earth is going on?_

* * *

Lily P.O.V.

"No! No!" Jackie cried and Lily fought against her guard desperately. "No, take me first." Lily cried as the Cyberman began to drag Jackie next. It paused. "You are volunteering?" It asked and Lily nodded, wrenching her arm out of her guard's grip. "I am." She said, even as she shook violently in fear.

"Lily, no!" Jackie screamed, but the Cybermen had pushed her back and grabbed Lily. "Aunt Jackie, just stay safe, the Doctor _will_ save you!" Lily shouted back, trying to sound encouraging but the girl was fighting back panic. She knew the conversion erased all emotions, she would be trying to kill her friends soon. She just prayed the Doctor would be able to save Jackie before that happened to her aunt too.

"No! Lily! No!" Jackie screamed as Lily was dragged towards the screams and sparks, and Lily bit her lips as she fought back a terrified scream. Suddenly the Cyberman guiding her let her go, turning to another Cyberman as it said: "CyberLeader One has been terminated."

Lily blinked in surprise, before she spun around quickly to see Jackie also forgotten as the other guards all marched away quickly. "Explain. Download shared files." The other Cyberman was saying, and Lily motioned for Jackie to run. Jackie spun and ran, and Lily also snuck off to the side as the Cyberman was saying: "I will be upgraded to Cyberleader."

She raced out of the area, unable to believe her luck, and glanced around for Jackie but her aunt was nowhere. But, deciding that the lack of sound was a sign that Jackie had gotten away safely, Lily ran for the Yvonne's office. The Cyberman had said the leader was dead, which meant the Doctor had done something. She prayed he was still there, and that Rose was also safe.

* * *

Doctor P.O.V.

The Doctor watched in complete incredulity as Jake ordered his men: "Defend this room. Chrissie, monitor communications. Kill one CyberLeader and they just download into another. Move!"

The men ran from the lab and the Doctor finally blurted out: "You can't just, just, just hop from one world to another. You can't." Jake replied firmly: "We just did. With these." He tossed what looked like a large yellow medallion that was linked to a chain, exactly like the one he was wearing on his neck, to the Doctor.

The Doctor stared down at the thing in his hand, saying completely stunned: "But that's impossible. You can't have this sort of technology." He looked at Jake who explained: "We've got our own version of Torchwood. They developed it. Do you want to come and see?" He asked, before pressing the button on his chest.

The Doctor raised a hand to try stop him, shouting: "No!" But it was too late. They disappeared and reappeared in a room that looked almost identical to the one they'd just left behind, except it was dark and the place looked like it had been abandoned and stripped long ago. The Doctor looked around in horror.

"Parallel Earth, parallel Torchwood." Jake explained. "Except we found out what the Institute was doing and the People's Republic took control." The Doctor really didn't care and he snapped at Jake: "I've got to get back. Lily's in danger. So is Rose and her mother."

"That'd be Jackie." Pete said as he walked into the room, followed by guards. The Doctor looked at him. "My wife in a parallel universe." The Doctor raised his hand to rub the back of his neck sheepishly while Pete continued: "And as for you, Doctor, at least this time I know who you are."

"Right, yes, fine, hooray." The Doctor said hurriedly, and a bit desperately as he rushed towards Pete. "But I've got to get back, right now." Pete leveled a look at the Doctor, scoffing: "No, you're not in charge here." The Doctor's face changed, darkening menacingly. "This is our world, not yours. And you're going to listen for once." Pete said, and the Doctor lifted his chin, his back straightening as he stared down at the man. _Humans._ He thought disgustedly as he turned away defiantly.

The Doctor walked over to the far wall, flattening himself against the gateway between the worlds, pressing his whole body against it as he pressed an ear to the wall. It was as though he was trying to listen intently for a sound from the other world. Pete watched him before saying: "When you left this world, you warned us there'd be more Cybermen. So we sealed them inside the factories."

The Doctor pushed off the wall as Jake interjected: "Except people argued." The Doctor leaned back against the wall with his arms folded, still frowning as Jake explained: "Said they were living. We should help them." Pete continued: "And the debate went on. But all that time, the Cybermen made plans. Infiltrated this version of Torchwood, mapped themselves onto your world, and then vanished."

The Doctor looked at Pete his face impassive as he asked quietly: "When was this?" "Three years ago." Pete replied and the Doctor pushed himself off the wall. He began to walk back towards what would have been Yvonne's office as he thought aloud: "It's taken them three years to cross the void, but we can pop to and fro in a second. Must be the sheer mass of five million Cybermen crossing all at once."

Pete sighed as he said: "Yeah, Mickey said you'd rattle off that sort of stuff." The Doctor glanced at him in surprise, asking in a cheery tone as he looked around: "Oh, where is the Mickey boy?" "He went ahead first." Pete answered, and the Doctor glanced at him until Pete added flatly: "Any chance to go and find Miss Rose Tyler."

The Doctor looked at him incredulously, saying: "She's your daughter. You do know that? Did Mickey explain?" Pete said sharply: "She's not mine. She's the child of a dead man." They reached the windows and Pete declared: "Look at it, a world of peace. They're calling this The Golden Age."

They stared out into a peaceful London as the Doctor asked: "Who's the President now?" "A woman called Harriet Jones." Pete replied and the Doctor made a face as he mumbled: "Oof. I'd keep an eye on her." Pete said suddenly: "But it's a lie. Temperatures have risen by two degrees in the past six months. The ice caps are melting. They're saying all this is going to be flooded." He nodded at London below them.

Pete paused before asking: "That's not just global warming, is it?" "No." The Doctor said darkly and Pete said bitterly in understanding: "It's the breach." The Doctor nodded, as he said: "I've been trying to tell you. Travel between parallel worlds is impossible. Then the Daleks break down the walls with a Sphere." He said agitated.

"Daleks?" Pete asked confused, but the Doctor just continued: "Then the Cybermen travelled across, then you lot. Those discs." He pointed at the one on Jake's chest. "Every time you jump from one reality to another, you rip a hole in the universe. This planet is starting to boil." He said in exasperation as he walked back into the lever lab.

"Keep going and both worlds will fall into the Void." He shouted over his shoulder, completely fed up with humans by this point. "But you can stop it?" Pete asked, and the Doctor turned to face the man as Pete continued: "The famous Doctor. You can seal the breach?" Pete said with a triumphant grin.

The Doctor just looked at him with a serious expression. He said in a dark voice: "Leaving five million Cybermen stranded on my Earth." Pete shrugged as he said: "That's your problem. I'm protecting this world, and this world only." The Doctor grinned sarcastically as he said: "Hmm. Pete Tyler. I knew you when you were dead." Pete looked at him with raised eyebrows as the Doctor mused: "Now here you are, fighting the fight… alone."

The Doctor walked forward, his smile gone now as he said seriously: "There is a chance, back on my world, Jackie Tyler might still be alive." "My wife died." Pete said flatly and the Doctor quipped: "Her husband died. Good match."

"There's more important things at stake." Pete said firmly, but the Doctor just looked at him impassively. "Nothing is more important to me than having Lily and Rose Tyler back by my side, safe." He said equally flatly. "And Jackie Tyler. I gave her my word." Pete stared at the man and then he pleaded softly: "Doctor, help us."

"What," the Doctor raised an eyebrow, looking scandalized as he asked, "close the breach? Stop the Cybermen? Defeat the Daleks? Do you believe I can do that?" He asked incredulously. Pete looked at the man carefully before smiling and saying simply: "Yes."

The Doctor looked at him, and murmured: "Maybe that's all I need." He broke into a smile and said cheerily: "Off we go, then!"


	37. 14-2 Daleks vs Cybermen

Lily arrived at the lever room to find it guarded by men in black clothes and holding large guns. "Who the hell are you?" She asked in surprise and the men stared back at her. "Who the hell are _you_?" One of them asked, and Lily sighed. "Okay, whatever, not now, is the Doctor there?" She asked desperately, trying to peer into the room.

The men exchanged glances. "What's it to you?" One of them asked, and Lily lost her temper. "Look here, you." She spat. "I've just been dragged through at least half this bloody building, I've had to watch people die right in front of me, and then watch helplessly as others met a fate far more terrible, barely rescued my aunt and escaped becoming a Cyberman myself, I don't know what's happened to my cousin, I don't know where the Doctor is, and I am not happy!" She yelled.

The men stared at her in alarm as the brunette snapped: "And I am not happy because the people I care about are not safe, and I will do everything in my power to make sure they are safe and happy. Now, I want the Doctor safe and I need him to make sure the others are safe too, and if you think I'll let some random people like you stop me, think again!"

She gave a huff as she spat out everything she needed to. She was feeling much lighter after saying everything on her mind, even if the men were looking thoroughly spooked. She sighed. "Okay, sorry, my nerves are frayed, it's been a really long day. Just tell me, is the Doctor in there?" She asked them desperately.

"Why don't you ask him yourself?" The Doctor suddenly appeared behind the men, who jumped at his presence. "Doctor!" Lily exclaimed happily, and the man pushed past the men to wrap his arms around her in a tight hug. "What happened, are you alright?" She whispered.

"I really don't think this is the time." Someone said behind the Doctor, and Lily peered over the Doctor's shoulder to see Jake. "Jake?" She asked confused. "I'll explain later, but first, are you okay?" The Doctor asked. Lily nodded. "I'm fine, but I don't know where Aunt Jackie went, she escaped but we were separated. And I'm worried about Rose."

"We'll find them, and save them both." The Doctor promised. Pete popped his head around as well. "Right, so can we get to it? Make lovey eyes at each other later?" He asked. Both the Doctor and Lily reddened, stepping away from each other immediately as the Doctor muttered: "Right, well, first of all, I need to make a phone call. You don't mind?"

The Doctor didn't wait for a response, going to Yvonne's desk and grabbing the phone. He looked at Lily. "Jackie's number." He demanded and Lily immediately went over to the door, rattling out the numbers.

The Doctor punched them in as Pete and Jake came to stand beside Lily who stood at the doorway anxiously. "You guys still not together?" Jake whispered to Lily as they waited for Jackie to pick up. Lily blushed again. "Shut up, it's not like that." She muttered. Jake grinned, but refocused when the Doctor lifted his head, saying in relief: "Jackie, you're alive. Listen."

Lily sagged, sighing in relief as the Doctor shushed Jackie, who was clearly freaking out at him over the phone. "Shush. Listen, tell me. Where are you?" The Doctor demanded, and he paused while Lily stepped in to join him. "Yeah, which one? Is there any sort of sign? Anything to identify it?" He asked.

Lily leaned in to listen and she heard Jackie say: "Yes, a fire extinguisher." She snorted while the Doctor said sarcastically: "Yeah, that helps." "Try the sides, at least tell us which floor." Lily said into the receiver, and Jackie cried: "Oh, thank God, Lily-"

"Not the time, Aunt Jackie!" Lily called, and there was a pause before Jackie said excitedly: "Oh, wait a minute. It says N3." "North corner, staircase three." The Doctor rattled off immediately. He added: "Just keep low, we're trying our best." Lily could almost see the look of horror on Jackie's face as she cried: "No, don't leave me."

 **"** I've got to go. I'm sorry." The Doctor hung up, and Lily stared at him. "You can't just hang up on her like that, she's my aunt!" Lily said indignantly, and the Doctor looked at her. "Really, is this the time?" He asked before turning to Pete: "Jacqueline Andrea Suzette Tyler."

Pete glanced at the phone before saying flatly: "She's not my wife." Lily's eyebrows lifted while the Doctor replied: "I was at the wedding. You got her name wrong." He muttered the last bit and Pete stared in shock while the Doctor ran and grabbed Jake.

"Now then, Jakey boy, if I can open up the bonding chamber on this thing," he grabbed the gun off the young man and examined it as he continued, "it'll work on polycarbite." "What's polycarbite?" Jake asked confused, and Lily walked up to join them as the Doctor answered: "Skin of a Dalek."

* * *

The Doctor had surrendered to the Cybermen, putting their plan into action. Everything was now set- the only thing left was one argument between the Doctor and Lily.

"No, it's dangerous." The Doctor argued, and Lily scoffed. "Because staying here with Cybermen and then marching in to shoot at Daleks is safe." She pointed out and he retorted: "You'd at least be armed." "I'll still be armed if I go with you!" Lily said and he frowned. "No, we can't be, the Daleks would shoot us on sight." He said, and Lily grinned.

"If I went in with guns, yes. But I meant: I'd be armed with you. The one thing the Daleks truly fear." She said softly. The Doctor sighed in defeat. "Fine, but you stay right beside me the whole time." "Okay." Lily agreed quickly but the Doctor grabbed her shoulders, saying seriously: "Promise me, Lily. Promise me you'll stay with me and stay safe."

She blinked and her eyes softened. "I know, and I promise, Doctor. I think that's my line for you actually… or for Rose." The Doctor's lips quirked. He nodded and let go, but reached out to intertwine their hands. And Lily felt ready for anything as the Doctor squeezed her hand reassuringly.

* * *

They walked down the corridor to the Sphere lab, and Lily could hear Rose saying: "Because if these are going to be my last words, then you're going to listen. I met the Emperor, and I took the Time Vortex and I pulled it into his head and turned him into dust. Do you get that? The God of all Daleks, and I destroyed him. Ha!"

Lily frowned. Rose was sounding too much like the Doctor, like when he was being arrogant. It was a dangerous trait, and something she was sure would get him in lots of trouble. Lily did not like Rose copying that, because she feared for her cousin's safety when she did.

Lily was shaken out of her somber thoughts as she heard the Dalek shout: "You will be exterminated!" They stepped into the doorway at that moment, the Doctor wearing his 3D glasses as he called out: "Oh now, hold on, wait a minute." He walked into the room as the black Dalek cried: "Alert, alert. You are the Doctor."

Rose and Mickey beamed, although Rose's face fell a little when she saw Lily. "With an unidentified being. Human. Exterminate!" The black Dalek shouted. The Doctor pulled Lily slightly behind him, and Rose frowned as she saw they had been holding hands. "Oh no, she's with me, and she's travelled through time too." The Doctor said a little darkly and the black Dalek backed off slightly.

"Sensors report he is unarmed." Another Dalek chipped in, and the Doctor said cheerily as he walked towards Rose and Mickey: "That's me. Always." Lily trailed behind him, smiling at Rose and Mickey, and noting the Dalek-shaped object in the centre of the room, just beside Rose. "Then you are powerless." The black Dalek said, and the Doctor retorted: "Not me. Never." He glared at the Dalek as he removed his 3D glasses.

He then turned to Rose, asking lightly: "How are you?" "Oh, same old, you know." She forced a smile at him, and the Doctor nodded. "Good." He said before turning to Mickey while Lily moved to hug Rose. "And Mickity McMickey. Nice to see you!" The Doctor said cheerfully as he offered a fist. Mickey grinned and bumped fists as he said: "And you, boss."

"Social interaction will cease!" One of the Daleks ordered and Lily and Rose pulled back, Lily sending a grin at Mickey. The black Dalek looked at the Doctor and demanded: "How did you survive the Time War?"

"By fighting." The Doctor answered darkly. "On the front line." Mickey and Lily turned to look at the Doctor. "I was there at the fall of Arcadia. Someday I might even come to terms with that." He murmured, and Lily's face saddened at the look in the Doctor's eyes. His face suddenly smoothed out as he mocked: "But you lot ran away!"

"We had to survive." The black Dalek answered and the Doctor mused: "The last four Daleks in existence. So what's so special about you?" Rose piped up: "Doctor, they've got names." The Doctor's eyes flickered to her, his brows furrowing as Rose continued: "I mean, Daleks don't have names, do they? But one of them said they-"

"I am Dalek Thay." One of the Daleks said. "Dalek Sek." The black Dalek added, and the other two introduced themselves as well; "Dalek Jast." "Dalek Caan." The Doctor smiled as he said: "So that's it! At last. The Cult of Skaro. I thought you were just a legend."

Rose asked, wide-eyed with fear: "Who are they?" The Doctor answered: "A secret order." He began to walk about the room as he continued, "Above and beyond the Emperor himself. Their job was to imagine, think as the enemy thinks. Even dared to have names. All to find new ways of killing." Lily's nose wrinkled in disgust.

"But that thing," Mickey said, nodding at the Genesis Ark in the center of the Daleks, "they said it was yours. I mean, Time Lords. They built it. What does it do?" The Doctor shrugged as he said seriously: "I don't know. Never seen it before." By this time he'd arrived back next to Lily and Rose. "But it's Time Lord." Rose protested softly, and the Doctor replied in a low voice: "Both sides had secrets."

He turned to the Daleks. "What is it? What have you done?" He demanded, and Dalek Sek answered: "Time Lord science will restore Dalek supremacy." Lily frowned as the Doctor asked: "What does that mean? What sort of Time Lord science? What do you mean?" He leaned in threateningly to the Dalek's eyestalk and Lily tugged his arm lightly in alarm.

"They said one touch from a time traveller will wake it up." Rose told him, and the Doctor realized: "Technology using the one thing a Dalek can't do. Touch." He leaned right up close to Dalek Sek's eyestalk, ignoring Lily's frightened tugging. Rose leaned in with him as the Doctor murmured darkly: "Sealed inside your casing. Not feeling anything ever, from birth to death, locked inside a cold metal cage. Completely alone. That explains your voice. No wonder you scream."

Lily's blood ran cold as she stared at the Doctor worriedly. She remembered when she'd first seen his merciless side, but this was darker- this was pure hate. And hate ate at the heart, hate never brought a good end. Lily suddenly had a very bad feeling about this- she wondered if she was beginning to see the Doctor's downfall, and she prayed for all she was worth that she wasn't.

"The Doctor will open the Ark!" Dalek Sek ordered and the Doctor laughed mockingly at it before walking away, saying: "The Doctor will not." "You have no way of resisting." Dalek Sek shot back, and the Doctor scrunched up his face as he said: "Well, you got me there. Although there is always this." He reached into his pocket and pulled out his sonic screwdriver, holding it for the Dalek to see.

"A sonic probe?" Dalek Sec asked, and the Doctor corrected: "That's screwdriver." He emphasized, and the Dalek scoffed: "It is harmless." The Doctor sounded amused as he looked at his innocent-looking screwdriver and said: "Oh, yes. Harmless is just the word."

He tossed the sonic into the air, and it spun before he caught it again as he continued: "That's why I like it. Doesn't kill, doesn't wound, doesn't maim. But I'll tell you what it does do." He paused as he raised the sonic, pointing it in the air. "It is very good at opening doors." He said and then pressed the sonic, switching it on.

The door to the lab blew open with a bang and the Doctor pulled Rose and Lily down. Jake and the Cybermen entered through the still smoking entry, shooting at the Daleks. "Delete! Delete! Delete! Delete!" The Cybermen cried as it shot one of the Daleks with Jake's gun. The Dalek began to glow in a pulsing white-blue light.

"Alert. Casing impaired. Casing impaired." It cried as the Doctor grabbed Lily's hand and yelled at Rose: "Rose, get out!" Rose ran for the other entrance from where the Doctor and Lily had arrived. But she stumbled, falling as Dalek Sek called while being shot at by the Cybermen: "Fire power insufficient! Fire power insufficient!"

Pete came from nowhere, helping her up. "Come on." He urged and he helped Rose out the door. The Doctor pulled Lily up and they ran still ducking shots, as the Cybermen shouted: "Daleks will be deleted. Delete. Delete." Lily and the Doctor had arrived at the door while Rose screamed behind them: "Mickey, come on!"

"Adapt to weaponry." One of the Daleks called, and Dalek Sek yelled triumphantly: "Fire power restored!" The Daleks began firing at the Cybermen, and the shots killed the Cybermen. Lily saw Mickey get jostled, and then their view was cut momentarily as Jake and his men appeared before them, firing at the room.

Mickey then ran through, and the Doctor began to shut the door with his sonic. Lily frowned as she saw Mickey staring at his hand momentarily, as though he'd burnt it but he shrugged it off. Lily paused, remembering the last time she'd shrugged off something that didn't seem right, but the Doctor's voice cut her thoughts as he ordered: "Jake, check the stairwell. The rest of you, come on."

They ran off down the corridor, and Lily decided not to ignore her sinking feeling. "Mickey, did you touch that Ark?" She asked as they ran, and he said guiltily: "I just fell, I didn't mean it!" The Doctor reassured him: "Mickey, without us, they'd have opened it by force. To do that, they'd have blown up the sun. You've done us a favour." He kissed the top of Mickey's head. "Now, run!" He urged them to go faster, and they did.

They ran down further until they saw two Cybermen in front. They skidded to a halt, but the Cybermen had turned to look the opposite way. "You will be upgraded." One of them said, and Lily's eyes widened as she heard Jackie's voice: "No, but you can't. Please." Pete grabbed the gun from Mickey, shooting the Cybermen.

There was the longest pause as Jackie stared through the smoke, trying to see who had saved her. She paused and said in a disbelieving voice: "Pete?" Rose clasped her hands before her mouth as though in prayer and Lily hugged her sideways in comfort as Pete answered: "Hello, Jacks."

"I said there were ghosts, but that's not fair. Why him?" Jackie whined, and Pete shook his head and said as though it was obvious: "I'm not a ghost." Jackie frowned as she protested: "But you're dead. You died twenty years ago, Pete." Pete seemed unable to reply as he stared in anguish at the woman.

The Doctor stepped forward, interjecting: "It's Pete from a different universe." Jackie stared as the Doctor explained: "There are parallel worlds, Jackie. Every single decision we make creates a parallel existence, a different dimension where-" Jackie cut him off, snapping: "Oh, you can shut up."

The Doctor saluted to that sheepishly and he stepped back, Mickey and Lily giving him amused grins. Jackie gasped as she took Pete in before saying: "Oh, you look old." Lily rolled her eyes but Pete just said with a smile: "You don't." Jackie still looked like she couldn't believe it and she asked: "How can you be standing there?"

Pete shrugged as he said with a small smile: "I just got lucky. Lived my life. You were left on your own." He sounded like he was fighting back tears but he squashed it down as he asked, "You didn't marry again, or-" he trailed off, gesturing to indicate what he meant.

Jackie shrugged as she replied softly: "There was never anyone else. Twenty years, though. Look at me. I never left that flat. Did nothing with myself." Jackie said contritely, and Pete answered: "You brought her up. Rose Tyler." Rose was blinking back tears, and Lily smiled at her, hugging her tighter. "That's not bad." Pete said softly.

Jackie smiled. "Yeah." She breathed. Pete continued: "In my world, it worked. All those daft little plans of mine, they worked. Made me rich." He said, and Jackie retorted: "I don't care about that." Lily raised an eyebrow. "How rich?" Jackie asked, and Lily suppressed a smile as Pete answered lightly: "Very."

"I don't care about that." Jackie repeated. Lily suppressed a laugh as Jackie then added: "How very?" Rose rolled her eyes while the Doctor snorted, smiling as his eyes crinkled happily. Pete smiled at her, and she breathed out happily as she stared at him.

Pete's face fell as he said: "Thing is though, Jacks, you're not my wife." Jackie reared back a little in shock and hurt, and Lily rolled her eyes at Pete's back while he continued: "I'm sorry, but you're not. I mean, we both..." Jackie began to nod understandingly but her eyes showed her hurt as Pete tried to find the right words: "You know, it's just sort of-" He broke off to stare at Jackie who looked like she was fighting back tears.

"Oh, come here." Pete said, and he moved towards her. Jackie ran to him, and Pete dropped the gun so that he could hold out his arms to her. Jackie ran straight into them, jumping up as they hugged tightly. Rose clasped her hands together, and Lily grinned, hugging her cousin as she leaned her head on Rose's shoulder as the two watched the happy couple.

* * *

The Doctor was in front as they peered into the warehouse. It was chaos inside as the Daleks fought against the Cybermen and human soldiers. There were people shouting and screaming in pain, Daleks crying: "Exterminate!" and Cybermen yelling: "Delete!"

The Doctor crawled through the door, getting down on the floor until he reached one of the open crates. Lily and Rose watched through the doors anxiously as the Doctor barely avoided being hit by one of the many shots flying about the room. The Doctor managed to grab two of the Magnaclamps, ducking as he headed back towards them, avoiding laser fire.

He fell over as one shot close by, and Rose begged silently: "Come on, please." Lily's hands were curled into tight fists and she almost cut her own skin as she watched in nervous tension as the Doctor got back up, racing to them. He sped through the doors, and Rose and Lily quickly slammed it behind him.

He opened it a crack once more to look through at the room, wearing his 3D glasses. They watched as the Daleks remained mostly unharmed, the Genesis Ark glowing as it glided behind them into the room. Just then, Dalek Sek looked up at the roof and ordered: "Override roof mechanism."

The warehouse roof shutters clanged before they began to slide back, revealing the open sky. "Elevate." Dalek Sek ordered, and Lily watched with a frown as the Ark and all the Daleks began to lift off the ground. "What're they doing? Why do they need to get outside?" Rose asked confused.

"Time Lord science." The Doctor said, trying to understand as he thought hard. "What Time Lord science?" He muttered as he removed his glasses, his face scrunched up in thought. "What is it?" They watched the Daleks lift out the now open roof, and the Doctor furrowed his brows before he slammed the doors shut behind them.


	38. 14-3 Goodbye Rose

The Doctor ran through the corridor, yelling at them as they all ran after him: "We've got to see what it's doing. We've got to go back up. Come on! All of you. top floor!" He took the lead, running as fast as he could while carrying a Magnaclamp in each hand and the rest of them hurried after him.

"That's forty five floors up!" Jackie yelled at him as they ran after the Doctor. "Believe me, I've done them all." She wailed as she held onto Rose while she ran, and the elevator dinged, opening to reveal Jake who said: "We could always take the lift."

They all blinked, and then ran to the lift. They reached Yvonne's office floor, running inside. The Doctor placed the Magnaclamps on the desk on his way in, and Rose and Lily reached the window first, staring out to see the Ark had opened and was shooting out Daleks in all directions as it spun in the sky. The Doctor's gaze became horrified as he saw it.

 **"** Time Lord science. It's bigger on the inside." The Doctor realized, and Lily and Rose turned to stare at him in horror. Mickey also stared out the window, asking in confusion: "Did the Time Lords put those Daleks in there? What for?" Lily swallowed, while the Doctor murmured darkly: "It's a prison ship." Lily's hand was shaking just a little while Rose asked: "How many Daleks? "

Lily glanced at the Doctor to see his somber face. "Millions." He replied, and the two girls stared out the windows with the others, watching the thousands of Daleks flying through the sky over London. Suddenly, shots rained into the sky- the Cybermen were shooting at the Daleks from the streets.

Dalek Sek, floating far ahead of Canary's Wharf where the Doctor and his friends stood, called: "Exterminate all life forms below. Exterminate!" Lily watched in horror as she saw the Daleks begin to shoot randomly into the streets of London, and she heard people screaming as they tried to run away.

Pete turned away from the window, saying as he walked away: "I'm sorry, but you've had it. This world's going to crash and burn. There's nothing we can do. We're going home." He pulled one of the yellow medallions out of a black-suited man's pocket, tossing it to Jackie: "Jacks, take this." Jackie caught it and looked at him in complete disbelief as Pete said firmly: "You're coming with us."

"But they're destroying the city." Jackie protested and Pete gave a small laugh as he said: "I'd forgotten you could argue. It's not just London," he explained as he placed the medallion over Jackie's head, "it's the whole world. But there's another world," he continued, taking Jackie's face in his hands gently, "just waiting for you, Jacks. And it's safe as long as the Doctor closes the breach. Doctor?"

He turned back to the Doctor, and the Doctor turned around to face Pete. Lily's heart leapt to see the Doctor wearing his 3D glasses and grinning widely. "Oh, I'm ready." He exulted, before running into the lever lab, saying: "I've got the equipment right here. Thank you, Torchwood." The Doctor began to type quickly at one of the computers before he ordered the computer: "Slam it down and close off both universes. "

"Reboot systems." The computer answered as Rose said "But we can't just leave. What about the Daleks? And the Cybermen?" She asked as the Doctor ran out to the center of the lab. "They're part of the problem, and that," he turned abruptly to point a finger right in Rose's face, "makes them part of the solution. Oh yes!" He exulted as Rose and Lily began to smile while everyone else continued to look confused.

The Doctor looked around. "Well?" He said delightedly. "Isn't anyone going to ask what is it with the glasses?" He asked. Rose asked: "What is it with the glasses?" at the same time Lily answered: "You're using it to see energies happening around us, aren't you?" Everyone stared at Lily while Lily stared at Rose, suddenly looking contrite. She'd noticed the pattern because he kept wearing them to examine things that came through the barrier. The Doctor was beaming at Lily, as she muttered: "Or, we just ask you why you're wearing those glasses."

The Doctor grinned at the girl while he explained to everyone: "Lily, spot on. I can see, that's what." He cried delightedly. "Because we've got two separate worlds, but in between the two separate worlds, we've got the Void." He explained as his hands demonstrated what he was trying to illustrate. "That's where the Daleks were hiding. And the Cybermen travelled through the Void to get here. And you lot, one world to another, via the Void. Oh, I like that." He said suddenly veering off on a tangent. "Via the Void." He tried again, beaming and Lily laughed at his childish nature.

"Look." The Doctor insisted, placing the glasses on Rose. Lily had an idea of what Rose would see- she'd begun to put it all together as the Doctor explained. The Doctor asked Rose: "I've been through it. Do you see?" He swayed before her and Rose saw lots of little speckles, almost like dust, floating around the grinning Doctor. "Reboot in three minutes." The computer said as Rose asked: "What is it?"

"Void stuff." The Doctor answered and Lily rolled her eyes. "It's like background radiation." Lily explained her, and the Doctor smiled. He nodded at Lily as he said: "That's it. Look at the others." He ordered, spinning Rose so she faced everyone else in the room. "And the only one who hasn't been through the Void," he pointed at Jackie, "your mother."

Rose beamed as she removed the glasses briefly, while the Doctor added in a mumble: "First time she's looked normal all in her life." "Oi." Jackie complained as Lily and Rose laughed, Rose giving the glasses to Lily. Lily placed it on, testing her theory.

Both girls spun as the Doctor ran towards the portal wall, yelling: "But the Daleks lived inside the Void." The girls ran after him as he continued to cry: "They're bristling with it. Cybermen, all of them. I just open the Void and reverse." The Doctor stopped at the wall, turning back to face them. "The Void stuff gets sucked back inside." He finished, and Rose cried excitedly: "Pulling them all in!"

"Pulling them all in!" The Doctor echoed excitedly. The others still looked confused, and Mickey asked: "Sorry, what's the Void?" The girls turned to look at him as the Doctor explained: "The dead space. Some people call it Hell." Mickey grinned, saying: "So you're sending the Daleks and Cybermen to Hell." He turned to Jake, saying appreciatively, "Man, I told you he was good."

Rose suddenly interrupted: "But it's like you said. We've all got Void stuff. Me too, because we went to that parallel world. We're all contaminated. We'll get pulled in." She said worriedly, and the Doctor looked her in the eyes while Lily pulled the glasses off. "That's why you've got to go." The Doctor told the girls firmly, and both of them looked at him in shock while the computer said: "Reboot in two minutes."

Rose shook her head slightly but the Doctor said sternly: "Back to Pete's world. Hey," his voice became cheery again as he pointed at Pete, "we should call it that. Pete's World." He turned to look at Rose and he became serious again. "I'm opening the Void, but only on this side. You'll be safe on that side." He turned to look at Lily. "Both of you."

Rose just looked at the Doctor in shock, slowly transforming to hurt while Lily shook her head slowly. "And then you close it, for good?" Pete asked, and the Doctor turned to face her. "The breach itself is soaked in Void stuff. In the end it'll close itself. And that's it. Kaput." He popped the p in the last word, and Rose said desperately: "But you stay on this side?"

"But you'll get pulled in." Mickey added with a thoughtful frown, and Lily glanced back at the Magnaclamps. The Doctor gazed at Rose for another long moment before he ran to the Magnaclamps, saying: "That's why I got these." He hefted one up to show the group. "I'll just have to hold on tight. I've been doing it all my life."

"I'm supposed to go." Rose said slowly, and Lily frowned at the Doctor. He looked at them. "Yeah." He said simply as he dropped the Magnaclamp, and Rose added: "To another world, and then it gets sealed off." "Yeah." He replied again as he moved to check the computer.

"Forever." Rose said flatly, and the Doctor avoided looking at them. "That's not going to happen." Rose said with a hopeless smile while Lily narrowed her eyes at the Doctor, nodding in agreement with Rose. Rose looked to her parents, and the building shook. Pete immediately moved into action, saying: "We haven't got time to argue. The plan works. We're going." He motioned the whole group into the center of the room. "You too." He pointed at Rose. "All of us." He added, looking pointedly at Lily.

"No, I'm not leaving here." Rose cried and Jackie said firmly to Pete: "I'm not going without her." Pete cried in exasperation: "Oh, my God. We're going!" He tried to grab Jackie but Jackie snapped: "I've had twenty years without you, so button it. I'm not leaving her, or Lily." Rose gently grabbed her mother, saying: "You've got to."

"Well, that's tough." Jackie spat at her, spinning around to look her daughter in the eye. "Mum." Rose tried to reason with her mother as the computer said: "Reboot in one minute." Rose took her mother's arm, saying gently: "I've had a life with you for nineteen years," Jackie glanced down at Rose's hand looking alarmed, "but then I met the Doctor," the Doctor stood up as Rose continued, "and all the things I've seen him do for me, for you, for all of us. For the whole stupid planet and every planet out there. He does it alone, mum."

Rose swallowed, and Lily glanced back sadly but then she straightened abruptly. The Doctor was pulling out a yellow medallion from his pocket as Rose continued: "But not anymore, because now he's got me." Rose said to her mother, smiling but with tears in her eyes. "Rose!" Lily called sharply, but the Doctor had already placed the medallion around her neck.

Lily leapt out of the way as Jake tried to get one on her, and Pete pressed his medallion as Rose turned to the Doctor asking: "What're you-" They all disappeared but Lily stood there. The Doctor glared at her, frustrated. "Why do you never listen!" He yelled. "You need to go!" "No!" Lily snapped.

He moved to the computer as he began to argue, when Rose reappeared, saying: "I think this is the on switch." The Doctor raised his head to stare at her, and Lily grinned at her cousin. The girls shared a look of sadness but determination, as the Doctor glared at them. He was furious and desperate.

"Once the breach collapses, that's it." He snapped at Lily, before turning to Rose. "You will never be able to see her again. Your own mother!" Rose said softly: "I made my choice a long time ago, and I'm never going to leave you." He looked at her in shock and disbelief. "Rose, I…" he glanced at Lily who frowned at him, wondering why he'd turned to her. Rose's face fell, but Lily didn't see. She misunderstood and said sharply: "Don't look at me, I'm also choosing to stay, I'm not chasing her away."

Rose's eyes were filling with tears and the Doctor turned to Rose, grabbing her shoulders. "Rose, I might not choose you." He said very quietly, so only she could hear him. Rose swallowed and nodded. "So what can I do to help?" Was all she said, as Lily came over to see what they were whispering about. "Systems rebooted. Open access." The computer said as the Doctor let go of Rose in shock, staring at the girl's determined face.

"Those coordinates over there," the Doctor told them as he pointed to the computers he hadn't set yet, "set them all at six. And hurry up." He said sharply. Lily moved to the computer in front of the Doctor while Rose moved across the room to the other one, taking her medallion off. She took a deep breath, glancing at Lily and the Doctor before getting on with it.

A warning beeped on the computers. "Doctor." Lily said sharply as Rose added: "We've got Cybermen on the way up." The Doctor looked up and joined Lily's computer. "How many floors down?" He asked as he peered at the screen that showed the security camera. "Just one." Lily answered as they watched the Cybermen march up the stairs.

The Doctor moved to the Yvonne's laptop, Rose going to join him but Lily watched the security camera. She saw a Cyberman with a gun like Mickey's moving in to block the other Cybermen's approach to their floor. **"** You will not pass." It said firmly, and the Cyberleader demanded: "What is the meaning of this?" Lily frowned- since when did they not conform to each other?

"You will not pass." The Cyberman replied and it began to shoot all the Cybermen. Lily's eyes widened as the Cyberman said: "I did my duty for Queen and Country." _Yvonne_. "I did my duty for Queen and Country." "Thank you, Yvonne. I'm so sorry." Lily whispered, and she watched as the Cyberman who was once Yvonne shed one tear of blood as it repeated: "I did my duty for Queen and Country."

The computer piped up: "Levers operational." Lily looked back at the Doctor to see him smiling delightedly. Lily smiled, and then turned to work on the codes to open the portal. Rose was smiling at him, and she said: "That's more like it. Bit of a smile. The old team." She grinned as she turned to shoot a smile at Lily too.

Lily gave her a half-smile as the Doctor grabbed a Magnaclamp, saying: "Hope and Glory, Mutt and Jeff, Shiver and Shake." He stopped before Rose. "Which one's Shiver?" Rose asked teasingly, and the Doctor replied: "Oh, I'm Shake." "Lily's Shiver!" Rose called, and Lily laughed.

"He's treating us as one entity, Rose, so if I'm Shiver so are you!" Lily yelled back. The Doctor passed the Magnaclamp to Rose who groaned as she heaved it up, while Lily typed in the final commands into the computers.

Rose hefted hers onto the wall by one lever, the Doctor doing the same on the opposite wall by the other lever. "Press the red button." He ordered Rose. She did as she was told while Lily wrote the last bit of code.

The Doctor ran to a lever, Rose on the other one, and he ordered: "When it starts, just hold on tight. Shouldn't be too bad for us but the Daleks and the Cybermen are steeped in Void stuff. Lily, you run to me, I'll catch you. Are you ready?" He asked and Rose nodded out the window: "So are they."

Lily glanced back to see Daleks flying towards them outside the window. "Let's do it!" The Doctor ordered, and he and Rose pulled the levers up, Lily waiting for the command. They finished pulling and ran for the clamps, while Lily punched 'Enter' to finish the override code.

"Online." The computer said, and Lily ran for the Doctor as the portal opened, sucking everything in. The Doctor grabbed Lily, and hauled her in front of him, shielding her with his body. Lily grabbed the Magnaclamp with both hands, and the Doctor held on as well, his arms forming a cage around her as he held on for dear life.

The Daleks outside crashed through the window, pulled into the portal. "The breach is open! Into the Void! Ha!" The Doctor yelled as they all turned their heads to watch the Daleks disappear. They clung on for all they were worth as a steady stream of Cybermen and Daleks were sucked in. Lily saw the Ark also flying towards them.

The Doctor grinned as Rose laughed, while Lily smiled a little, but it dropped as Rose's lever suddenly sparked, and began to creak. "Offline." The computer said as the lever inched a little down. The suction started to decrease in strength, and Lily watched in horror as Daleks started to just float in the air between them.

"Rose!" Lily cried when she saw her cousin let go of her Magnaclamp, grabbing the lever. She and the Doctor watched terrified as Rose fought against the lever and the suction's pull, trying to pull the lever up. "Rose!" Lily screamed in fear, and Rose shouted: "I've got to get it upright!" As she finished, she was pulled across, closer to the portal but she was still holding the lever. Rose shoved for all she was worth, and the lever clicked back in place.

"Online and locked." The computer said and the suction sped up again. The Daleks were all pulled in, and the Doctor yelled: "Rose, hold on!" Rose was being pulled and now she was floating horizontally, shrieking as she held the lever tightly to keep from falling into the portal. "Rose!" Lily screamed above the rushing wind, and the Doctor yelled: "Hold on!"

Lily counted in her head desperately, and then yelled: "Rose, it'll stop in 40 seconds! Just hold it for a bit longer!" Rose shrieked as a response, and Lily held her breath. _Please, oh God, please._ But she saw with terror that Rose's grip was slipping. The Doctor reached out a hand desperately, but they were too far apart, and he was forced to clutch the Magnaclamp again as the portal threatened to pull him as well.

"Rose!" The Doctor and Lily screamed as Rose's grip failed and the girl began to fly towards the portal. Rose screamed as well as she flew away from her friends. Suddenly, Pete appeared, clutching his medallion. He caught Rose, and Lily gasped as he disappeared immediately afterward, taking Rose with him.

The Doctor and Lily stared at the spot where Rose had disappeared, breathing heavily as the wind began to stop. Five seconds later, the portal closed, and The Doctor and Lily continued to stare in shock and anguish as the computer said: "Systems closed."

The Doctor slowly let go of the Magnaclamp, and Lily collapsed to the ground, sobbing. Tears fell thickly as the girl wailed, but the Doctor just walked to the wall in silence, leaning against it. Lily just sobbed, mourning the loss of her cousin and family, knowing she'd never be able to see Rose or Jackie and Mickey again.

The Doctor stood by the wall for a moment, before he stepped away, walking back towards the sobbing girl. He knelt next to her, and Lily wailed, reaching out and grabbing the Doctor in a tight hug. He held her tightly as she cried into his chest, his two hearts clenched tightly as he fought his own tears. They sat there as the Doctor mourned silently while the girl sobbed her heart out until she could cry no more.

* * *

The world had had to come to terms with what had happened and all the lives lost. Lilian Tyler was spotted on security footage, and so was reported fine, but Rose Tyler was declared dead. Lily didn't correct them- there was no way Rose or Jackie could come back anyways- and just left silently with the Doctor. She and the Doctor were currently flying around a supernova. The Doctor wanted to say goodbye to Rose.

Lily knew it wouldn't be possible for both of them to speak to Rose, so she let the Doctor. He had been grieving in silence for a week- they both had. Lily spoke to him for the first time today, to ask him for a favor when he spoke with Rose. Lily stood now on the other side of the Tardis while the Doctor spoke to thin air- but Lily knew his projection would be facing Rose.

"Rose." He had kept calling, and at last she seemed to answer, because he stopped calling. He paused, and then said: "Inside the Tardis." Lily looked up, and watched him give a small smile. "There's one tiny little gap in the Universe left, just about to close, and it takes a lot of power to send this projection. I'm in orbit around a super nova. I'm burning up a sun just to say goodbye."

He smiled a little, and Lily watched sadly. "Hold on." The Doctor said, and then he pointed his sonic at the console for a bit. "I'm still just an image. No touch." He said sadly, his burrows furrowing as he fought against the pain. Lily's eyes welled with tears.

"The whole thing would fracture. Two universes would collapse." The Doctor answered to something Rose must've asked. He smiled half-heartedly as Rose said something, before he looked around a little. "Where are we? Where did the gap come out?" He asked, and then paused.

"Norway. Right." He said, nodding as his eyes began to shine with tears. He frowned suddenly, asking: "Dalek?" Lily looked up in alarm, but the Doctor's face had relaxed as he listened to something Rose must've been saying. He smiled suddenly, nodded in understanding, before there was a pause.

"About two minutes." He said, and then paused a little. "You've still got Mr. Mickey, then?" He asked as he nodded off to the side and Lily's lip trembled a bit. She missed Mickey so much. Suddenly, the Doctor looked a little alarmed. "You're not?" He said a little shocked.

Lily wished she could hear what Rose was saying. "And what about you? Are you-" the Doctor asked Rose quietly, and Lily bit her lip, waiting. The Doctor nodded a little, and said a little sarcastically: "Oh, good for you."

He paused, and raised an eyebrow. "Rose Tyler, Defender of the Earth." He gave a watery laugh, before saying somberly. "You're dead, officially, back home. So many people died that day and you've gone missing. You're on a list of the dead. Here you are, living a life day after day. The one adventure I can never have." He finished a little sadly.

He paused again, before whispering sadly: "You can't." A tear dropped down Lily's face. The Doctor paused before saying sadly: "Oh, I've got the Tardis. And Lily's here. She told me to tell you." Lily looked up as the Doctor breathed, trying to remain calm.

"She said, she loves you. You, Jackie, Mickey, even old Pete. And… and she asked me to tell you, she'll look after me in your stead. She said, and I quote her exact words: 'I'm so sorry, and I wish it were me. But I'll look after him, for you.' Can you believe her?" The Doctor smiled through the anguish on his face.

He paused, and after a long beat he said with a small smile: "Quite right, too. And I suppose," he seemed to hesitate, "if it's one last chance to say it." His face fell, and then he began very seriously: "Rose Tyler-" He broke off, and Lily saw a tear running down the Doctor's face. It was the first time he'd cried since the incident, and Lily knew the connection had been cut.

She hung her head as the tear sat on the Doctor's cheek. She remembered how once, after meeting Queen Victoria, she'd wondered what cost she would end up paying if she continued to travel with the Doctor. What she hadn't realized was there wouldn't be one for travelling with him- there would be one for not stopping him when she could. Her family. She thought back to all the times the Doctor's ego had inflated, to all the times he and Rose had pushed too far, the peak when they'd met the werewolf.

She remembered the Doctor and Rose's arrogance in that adventure. Torchwood had been born that night, after what had happened, and now… and now she and the Doctor were paying the price for their mistakes that night- and the cost was Rose.

She watched as the Doctor moved to her side of the Tardis. He looked at her sadly, and they walked together to the console in silence. "Jackie's pregnant. Another cousin on the way for you." The Doctor told her suddenly. Lily gave a watery laugh. "But I'll never get to see them." She said softly, and the Doctor didn't reply, just twiddled some dials.

"I'm sorry." Lily said quietly, and he looked at her, but Lily's face was covered by her hair as she kept her head lowered, looking at her feet. "I wish you'd got to tell Rose how you felt. You didn't have to send my message- yours was far more important, for you and for her." Lily whispered. The Doctor coaxed Lily's face up with a finger under her chin.

Lily lifted her gaze slowly, and her tearful hazel orbs met the Doctor's sad brown ones. "Lily Tyler," he said seriously, "I may have had feelings for Rose, but that doesn't mean you're any less important- to me or to her. She asked me to send you a reply." He paused and Lily eventually nodded for him to continue.

"She said: 'Thank you, and I love you, too. Look after yourself.'" The Doctor relayed. Lily's eyes filled with tears, and the Doctor gave her a half-smile. Suddenly he frowned, looking over her shoulder. Lily turned to see the back of a woman in a white dress and a veil, standing in the middle of the Tardis. She blinked.

"What?" The Doctor said blankly, and the woman turned around. "Oh!" The red-headed bright gasped. "What?" The Doctor repeated in complete shock, and the woman asked, looking him up and down: "Who are you?" She then eyed Lily, who looked at her in complete shock.

"But-" the Doctor said confused, glancing around the Tardis. The woman rolled her eyes and demanded saucily: "Where am I, eh?" She gave a threatening smile, and the Doctor asked, face scrunched in confusion: "What?"

"What the hell is this place?" The woman yelled in frustration. Lily's eyes were wide and her mouth hanging open, while the Doctor exclaimed: "What?!"


	39. 15-1 The Runaway Bride

"You can't do that. I wasn't." The Doctor said in complete shock. He checked the Tardis controls while Lily stared at the redheaded woman. "We're in flight. That is, that is physically impossible! How did-" He cried in complete confusion when the woman cut in sharply: "Tell me where I am. I demand you tell me right now where am I?"

She glared at the Doctor, who answered still staring at her in disbelief: "Inside the Tardis." "The what?" She asked, and the Doctor repeated: "The Tardis." "The what?" She asked again, and the Doctor yelled: "The Tardis!" The woman shrieked: "The what?"

"It's called the Tardis." The Doctor snapped and the woman snapped back: "That's not even a proper word. You're just saying things." "It really is called the Tardis." Lily chimed in, finally getting over the fact that a bride had just appeared in the middle of the Tardis while they were flying around a supernova. The woman looked at her in complete disbelief while the Doctor demanded: "How did you get in here?"

The woman scoffed: "Well, obviously, when you kidnapped me. Who was it? Who's paying you? Is it Nerys?" She fired questions at them, and the Doctor and Lily looked at each other in confusion while the woman spat: "Oh my God, she's finally got me back. This has got Nerys written all over it." "Who the hell is Nerys?" The Doctor asked, scratching the back of his neck in frustration and confusion. He really didn't like it when he didn't know something.

"Your best friend." The woman retorted at them. "Hold on, wait a minute. What are you dressed like that for?" The Doctor asked her as he looked her up and down. Lily rolled her eyes. The woman seemed to think it a dumb question too, as she said sarcastically: "I'm going ten pin bowling. Why do you think, dumbo?" She yelled suddenly at the Doctor who backed away in fear of the angry woman spitting before him.

"I was halfway up the aisle! I've been waiting all my life for this." The woman cried, and the Doctor began to twirl at the knobs on the Tardis trying to figure out what had happened while the woman continued to whine: "I was just seconds away, and then you, I don't know, you drugged me or something!"

"I haven't done anything!" The Doctor retorted, and Lily sighed. The woman marched up to the Doctor while Lily stood back and watched. The woman snapped: "I'm having the police on you! Me and my husband, as soon as he is my husband, we're going to sue the living backside off you!" She yelled at the Doctor, who was looking extremely annoyed by this point.

Lily saw the woman look past the Doctor, and turned to see the woman had seen the Tardis doors. Lily's eyes widened and she looked back to see the woman running towards the doors. "Wait, you don't want to do that!" Lily yelled at her, and the Doctor turned to see what was happening.

"No, wait a minute." He yelled at the woman. "Wait a minute. Don't!" It was too late as the woman opened the doors. She stopped and stared out into the gaseous nebula that was all that was left of the supernova. She seemed to have frozen by the doors. The Doctor sighed, and walked towards the woman, saying gently: "You're in space. Outer space. This is my space ship. It's called the Tardis."

"How am I breathing?" The woman asked as the Doctor stood by her shoulder. The Doctor answered calmly: "The Tardis is protecting us." The woman turned to him, demanding: "Who are you?" "I'm the Doctor. You?" The Doctor asked her, and she replied: "Donna." "Human?" The Doctor asked as he looked her up and down with a raised eyebrow, and Donna muttered: "Yeah."

She paused, then seemed to realize the strange question as she asked: "Is that optional?" The Doctor shrugged and muttered: "Well, it is for me." Donna looked him up and down, and then murmured in realization: "You're an alien." Lily's eyebrows raised- this woman seemed to be taking everything in relatively well. "Yeah." The Doctor replied, and Donna glanced back at Lily.

"Is she alien, too?" Donna asked, and Lily shook her head as the Doctor replied simply: "No." They stood in silence for a while, before Donna said suddenly: "It's freezing with these doors open." Lily saw the Doctor glance at the woman before slamming the Tardis doors shut.

He ran back to the console, muttering: "I don't understand that and I understand everything. This, this can't happen!" He turned abruptly to face Donna and stared at her as he tried to work it out. "There is no way a human being can lock itself onto the Tardis and transport itself inside. It must be-"

He broke off to grab an ophthalmoscope, getting right in Donna's face to look deep into the woman's eyes. Lily cringed as she saw Donna's affronted look, steadily morphing into anger and annoyance, while the Doctor murmured as he looked the woman up and down: "Impossible. Some sort of subatomic connection? Something in the temporal field? Maybe something pulling you into alignment with the Chronon shell. Maybe something macro mining your DNA within the interior matrix. Maybe a genetic-"

Donna slapped him hard across the face. Lily winced while the Doctor turned to look at Donna in complete disbelief. "What was that for?" He demanded, and Donna yelled: "Get me to the church!" The Doctor cringed, and ran back to the console saying in an annoyed voice: "Right! Fine! I don't want you here anyway! Where is this wedding?"

He began to twirl dials as Donna rattled off: "Saint Mary's, Hayden Road, Chiswick, London, England, Earth, the Solar System." She suddenly spotted Lily, remembering her again. "I knew it, acting all innocent." Donna declared and the Doctor looked up to see Donna marching up to Lily, who was looking alarmed. "What, did he kidnap you, too?" She demanded, before turning to the Doctor. "She's basically a girl, shame on you!"

The Doctor looked incredibly insulted and Lily hastily said: "Er, no, I-" Donna's eyes narrowed as she also spotted a blouse that was hanging over a railing behind Lily. "Ah ha!" She shouted, interrupting Lily as she ran to grab it. Lily's heart sank as she recognized it.

"This doesn't look like hers," Donna looked pointedly at Lily, "so, who's the poor girl you abducted before her and me? How many women have you kidnapped?" She asked the Doctor sharply. Lily's heart ached as she stared at the purple shirt Donna had clutched in her hand, and she saw the Doctor's face fall.

"That's our friend's." He answered quietly, and Donne looked at Lily, who nodded sadly. Donna scoffed as she turned back to the Doctor and said sarcastically: "So, another 'friend'? Where is she, then? Popped out for a space walk?"

Lily swallowed, while the Doctor answered sadly: "She's gone." "Gone where?" Donna demanded and the Doctor averted his gaze, looking down as he mumbled: "I lost her."

"Well, you can hurry up and lose me!" Donna shouted angrily, but then she paused. She took in the Doctor's sad countenance and glanced behind her to the brunette girl, but Lily's head was also bowed. She looked between the two, before she asked in a kinder voice: "How do you mean, lost?"

The Doctor lifted his eyes to glare at Donna darkly. He took Rose's blouse from her, throwing it through the doorway that lead to Rose's old room. "Right, Chiswick." He declared in a harsh tone, and Lily lifted her head. Donna glanced at the girl, but taking in her mournful air, she refrained from speaking to the girl whose hazel eyes spoke of fresh grief.

* * *

The Tardis landed, and Donna stepped out in a rush. The Doctor sighed in irritation before following, Lily silently behind him. As she stepped out, she heard Donna bite out through grit teeth: "I said, Saint Mary's. What sort of Martian are you?" Lily looked around to see they were surrounded by tall buildings. She glanced at the Doctor, but he was busy examining the Tardis, stroking her worriedly.

"Where's this?" Donna demanded but the Doctor murmured, ignoring Donna: "Something's wrong with her." Donna rolled her eyes, and Lily paused to glance worriedly at the Tardis. "The Tardis, it's like she's…" The Doctor broke off, running back inside and Lily could hear him yelling: "Recalibrating! She's digesting."

Lily stood in the doorway, watching Donna with some amusement as the woman stared at the outside of the Tardis. Lily could still hear the Doctor as he cooed at the Tardis: "What is it? What have you eaten? What's wrong?" He then remembered the redhead and shouted: "Donna?"

But Lily could see the woman wasn't listening as she examined the blue box with shock. "You've really got to think. Is there anything that might've caused this?" The Doctor continued from inside while Donna began to circle the Tardis. Lily's lips quirked up in a small smile as the Doctor continued, unaware: "Anything you might've done? Any sort of alien contacts? I can't let you go wandering off."

Donna had disappeared behind the Tardis as she circled, and Lily's smile widened. The Doctor continued oblivious: "What if you're dangerous. I mean, have you, have you seen lights in the sky, or did you touch something like something," Donna returned to Lily and the girl jerked her head inside. The two women stepped back in as the Doctor continued: "something different, something strange?"

Donna stopped at the door, peering in and staring at the immense space inside the blue police box. The Doctor was circling the Tardis console, completely ignorant of the woman's shock as he mused: "Or something made out of a, box of metal or. Who're you getting married to? Are you sure he's human?"

Lily watched anxiously as Donna stepped back out, hands clasped in front of her mouth, her eyes wide with shock. The Doctor was saying: "He's not a bit overweight with a zip around his forehead, is he?" Lily saw Donna back away further from the Tardis, looking alarmed. She was clearly not coping with what she was seeing. "Doctor." Lily called softly, and he looked up to see Lily stepping out of the Tardis in concern. He spied Donna around Lily's slight frame, turning away from the Tardis.

"Donna!" He yelled, and ran out the door, following the woman. Lily was already walking beside the shaken woman, concerned as Donna strode away. The Doctor arrived, and said beseechingly: "Donna-" "Leave me alone. I just want to get married." Donna replied, not glancing at the man as she walked off quickly.

"Come back to the Tardis." The Doctor demanded and Donna answered, freaked out: "No way. That box is too weird." The Doctor tried to console her, saying: "It's bigger on the inside, that's all." Donna looked at him incredulously while Lily winced. "Oh! That's all?" Donna said sarcastically.

"Donna, please, he can help you." Lily said softly. The woman looked at her, and Lily added comfortingly: "I know it's a lot to take in, trust me, I know, I was there once, but we can help you. What time is your wedding?" Lily tried to soothe the woman. Donna took a deep breath, glancing at her watch.

"Ten past three." She sighed, and Lily rubbed her shoulders soothingly. "I'm going to miss it." Lily opened her mouth to reply when the Doctor interjected, trying to be helpful: "You can phone them. Tell them where you are." "How do I do that?" Donna sighed, and the Doctor asked: "Haven't you got a mobile?"

"Doctor." Lily groaned while Donna finally stopped walking. She turned to glare at the Doctor, snapping: "I'm in my wedding dress. It doesn't have pockets. Who has pockets? Have you ever seen a bride with pockets?" The Doctor realized his mistake and sheepishly scratched the back of his head as Donna became increasingly agitated, snapping: "When I went to my fitting at Chez Alison, the one thing I forgot to say is give me pockets!"

Lily rubbed the woman's shoulders gently, trying to calm her down as she breathed heavily after shouting at the Doctor. The Doctor bit his lip and pursed them before he asked carefully: "This man you're marrying. What's his name?" "Lance." Donna said lovingly, and Lily grinned at the woman's immediately love-struck expression.

The Doctor cocked his head and glanced to the sky as he said: "Good luck, Lance." Lily dropped her head in her hands, giving up, as Donna yelled: "No stupid Martian is going to stop me from getting married. To hell with you!" And with that, Donna turned and ran off.

Lily looked at the Doctor reproachfully, raising her eyebrow in disbelief. He opened and closed his mouth several times, before finally saying: "I'm, I'm not, I'm not, I'm not from Mars." Lily looked at him. "Really? That's all you've got?" She asked, and he frowned at her. "Come on." He sighed, and they ran after the furious redhead.

They caught up to her in the street just as Donna yelled: "Taxi!" The taxi ignored her, driving past. "Why's his light on?" Donna complained as the Doctor pointed out another one: "There's another one!" The three ran after it as Donna yelled: "Taxi!"

This one also drove past, and Donna yelled: "Oi!" The Doctor shouted: "There's one!" And they tried to stop it, but this one also drove straight past. "Oi!" Donna yelled at it, Lily gasping for breath. The Doctor turned to her in annoyance. "Do you have this effect on everyone? Why aren't they stopping?" He asked, as they caught their breath.

"They think I'm in fancy dress." Donna muttered in realization, and a driver chose that moment to yell at her: "Stay off the sauce, darling!" The driver mimed drinking. "They think I'm drunk." Donna said infuriated while Lily and the Doctor exchanged looks.

Two men in another car yelled at her as they drove past: "You're fooling no one, mate!" Lily frowned at the rude men. "They think I'm in drag!" Donna said in exasperation and the Doctor appraised her. "Hold on, hold on." He sighed before he whistled loudly. Lily winced as it pierced her ears, but it worked. A taxi did a U-turn and drove up to them.

Donna climbed in excitedly, the Doctor and Lily coming in behind her as she rattled off: "Saint Mary's in Chiswick, just off Hayden Road. It's an emergency. I'm getting married. Just hurry up!" She demanded and the driver looked back at her.

"You know it'll cost you, sweetheart? Double rates today." The driver said and Lily frowned, wondering what day it was. Donna cried: "Oh, my God. Have you got any money?" She looked at the Doctor, who hesitated. "Er, no. Haven't you?" Donna scoffed before shouting in exasperation as she gestured to her dress: "Pockets!"

* * *

The Doctor slammed the taxi door as they stood back on the street. "And that goes double for your mother!" Donna yelled at the driver as he drove away. Lily groaned, rubbing her temples as Donna continued to complain: "I'll have him. I've got his number. I'll have him. Talk about the Christmas spirit."

The Doctor stuffed his hands in his pockets, looking around. He and Lily only then realized that the stores were indeed decorated for the festive holiday. "Is it Christmas?" The Doctor asked in amazement, and Donna snapped: "Well, duh. Maybe not on Mars, but here it's Christmas Eve. Phone box!" She shouted, spotting one down the street.

The Doctor ran after her while Lily sighed before following. "We can reverse the charges!" Donna said gleefully while the Doctor asked, confused: "How come you're getting married on Christmas Eve?" "Can't bear it." Donna replied. Lily stared at the woman as she continued: "I hate Christmas. Honeymoon, Morocco. Sunshine, lovely."

They stopped at the booth, the Doctor holding the door for Donna. She rushed in, and then turned blankly to them. "What's the operator? I've not done this in years. What do you dial? 100?" She asked. Lily sighed in exasperation while the Doctor pointed his sonic at it as he said in annoyance: "Just call the direct."

"What did you do?" Donna asked as she watched his retracting hand, and the Doctor replied in frustration as he pocketed his sonic: "Something... Martian. Now phone. I'll get money!" He ran off towards the cash machine, and Lily glanced to see he had to join a queue.

"Oh, answer the phone!" Donna yelled from inside the phone booth, and Lily squeezed her eyes shut. This was all too much- she was exhausted from what had happened with Rose, and to be dealing with Donna's sarcasm and spiteful comments was draining what little energy she had left.

"Mum," Donna said finally, and Lily looked up but it seemed she'd reached voicemail, "get off the phone and listen. I'm in- Oh, my God, I don't know where I am! It's a street, and there's WH Smith but it's definitely Earth." Lily gave up on the woman right then. What a thing to say. She looked around, and then paused.

Lily's blood ran cold as she saw Santas in masks playing on brass instruments across the street. She stepped forward, staring at them in horror, when she heard Donna shouting: "Taxi!" She turned in alarm, and saw Donna getting into a cab a little ways down- where she'd gotten money, Lily had no idea, but now she was very much concerned for the woman's safety.

Donna turned to yell at the Doctor who'd appeared back in the center of the street. "Thanks for nothing, spaceman! And your girlfriend!" She yelled at them as the Doctor stopped by Lily, staring at Donna. "I'll see you in Court." She finished, as she slammed the cab door shut.

Lily's heart stopped as she saw the driver- it was another Santa. "Donna!" She gasped, and the Doctor yelled, having seen the same thing: "Donna!" The cab drove away, taking Donna, and the Doctor turned sharply to the Santas that had been playing the instruments behind them.

Lily also turned, and gasped as the Santas turned their instruments, pointing them at her and the Doctor like guns. "Doctor!" She cried, and the Doctor quickly pointed his sonic at the ATM he'd extracted money from, and money began to pour out, flying into the street. He grabbed Lily's hand, running away as people converged to grab at the money.

They ran to the Tardis, the Doctor letting go of Lily's hand to unlock the door. They rushed inside, the Doctor starting the Tardis immediately. "What are we going to do?" Lily asked, and he replied as the Tardis took off: "We're going to have to follow her! Lily, read her coordinates for me!"

Lily ran to check the map the Tardis was showing her on the monitor, and the Doctor flew the Tardis in the direction she told him. Suddenly the Tardis sparked, causing Lily to duck and the Doctor smashed a hammer on the console. "Behave!" He scolded, while Lily yelled indignantly: "Doctor!" She touched the Tardis, rubbing it soothingly and he rolled his eyes.

"Now you take her side?" He asked, and Lily shrugged. "I like her! So don't bully her!" The Doctor opened his mouth to retort, but they were jerked sideways as the Tardis hit something. Lily screamed as she lurched around, gripping the Tardis console while the Doctor fought to fly the Tardis straight. Lily saw they were on the highway, flying after Donna and the taxi, except the Tardis was still spinning as it tried to get its bearings, whacking into the road and several cars around them.

"Help me!" The Doctor yelled as he began to tie a piece of string around the control lever. Lily ran over, helping him knot the string to hold the lever in place. They finally stopped spinning, and Lily kept a firm hold on the console as the Doctor rushed to the Tardis doors. "Lily, stay there and make sure that lever doesn't move!" He yelled, before he wrenched open the doors.

Lily hung on tight as the Doctor yelled at Donna: "Open the door!" Lily saw Donna over the Doctor's shoulder, trapped in the taxi. "Open the door!" The Doctor yelled again, and Lily watched Donna try, but it was locked. The Doctor reached for his sonic and pointed it at the taxi. Lily saw the lever creak, and wrenched it, holding it in place as she watched the Doctor and Donna.

Donna had opened the window and she yelled: "Santa's a robot." "Donna, open the door." The Doctor yelled at her, and she shouted back: "What for?" "You've got to jump!" The Doctor shouted at her, and Donna screamed at him: "I'm not blinking flip jumping. I'm supposed to be getting married!" The taxi suddenly sped up, away from them, and Lily saw Donna disappear.

The Doctor turned to her. "Lily, pull the lever next to the control lever!" He shouted, and Lily reached out to tug on it. The whole console sparked, and Lily shrieked, ducking and gripping the console as the Tardis bounced along. She jerked a little as the Tardis hit something, and then sped forwards a little. She saw Donna reappear as they bounced on the road again.

"Doctor!" She yelled, and the Doctor pointed his sonic out at the cab. He then yelled at Donna: "Listen to me. You've got to jump." "I'm not jumping on a motorway." Donna shouted at him, and the Doctor yelled: "Whatever that thing is, it needs you. And whatever it needs you for, it's not good! Now, come on!" Lily screamed as more sparks flew from the Tardis console- the Tardis was not happy with being kept in place.

"I'm in my wedding dress!" Donna shouted at the Doctor, and he said in exasperation: "Yes, you look lovely! Come on!" Donna hesitated and Lily screamed from her spot: "Donna, hurry!" She saw Donna open the door, and the Doctor reached out for her with both hands, jamming his leg up on the Tardis doorway to steady himself. The adrenaline pumped through Lily as she watched anxiously, praying the Doctor didn't fall out of the Tardis.

Donna hesitated. "I can't do it." She said, terrified, and the Doctor whispered as he stared at her desperately: "Trust me." "Is that what you said to her?" Donna yelled and Lily's heart stopped. Donna continued: "Your friend? The one you lost? Did she trust you?" The Doctor replied with tears shining in his eyes: "Yes, she did. And she is not dead. She is so alive." Donna hesitated.

"And you, you, girl!" She yelled, looking past the Doctor's shoulder at Lily. The Doctor also glanced back while Lily looked at them, her knuckles white from gripping the lever to steady the Tardis. "Do you trust him?" Donna yelled and Lily shouted back without a moment's hesitation: "With my life! Now, Donna, trust him!"

Donna looked back at the Doctor, and he nodded encouragingly. "Now, jump!" He yelled, and Donna launched herself out of the cab. The Doctor caught her and they fell backwards into the Tardis. He kicked the Tardis doors shut as he lay on his back, while Donna stared down at his face. "Lily, let go!" He yelled and Lily released the lever at last as the console began to smoke.

The Tardis spun off freely as Donna clambered off the Doctor. He leapt up, rushing to check on Lily. "Are you okay?" He demanded and she nodded. The Doctor hugged her briefly before rushing around the console, trying to take the Tardis down to a safe landing.


	40. 15-2 Santas

They all rushed out onto the rooftop as the Tardis sparked and smoked as it landed. The Doctor grabbed a fire extinguisher and began to empty it into the smoking Tardis.

Lily glanced at Donna to see the woman staring sadly down at her watch. "How long ago?" She asked quietly, and Donna looked at her. "How long ago was your wedding." Lily asked, gesturing at her watch and Donna sighed. "A few hours ago." The woman admitted and Lily came up, patting the woman's back in comfort as Donna bit back tears.

"The funny thing is, for a spaceship, she doesn't really do that much flying." The Doctor said as he walked up to them. He glanced at Donna before looking back at the Tardis. "We'd better give her a couple of hours. You all right?" He asked the redhead, and Donna sighed again.

"Doesn't matter." She said quietly. The Doctor glanced at Lily who nodded minutely. He sighed, and asked quietly: "Did we miss it?" "Yeah." Donna sighed, and the Doctor paused before he said, trying to comfort the woman: "Well, you can book another date."

"Course we can." Donna agreed. The Doctor added: "You've still got the honeymoon." Lily winced as Donna said flatly: "It's just a holiday now." "Yeah. Yeah. Sorry." The Doctor murmured, and Donna laughed a little. "It's not your fault." She murmured back, and Lily and the Doctor looked at her in surprise. "Oh?" The Doctor said. "That's a change." He said with a small smile and Lily's lips also curved in a small smile.

Donna smiled back, before she sighed and murmured: "Wish you had a time machine, then we could go back and get it right." Lily blinked guiltily as the Doctor stammered: "Yeah, yeah." He agreed, sharing a guilty look with Lily. He added quickly: "But even if I did, I couldn't go back on someone's personal timeline. Apparently."

Donna gave him a strange look before going to sit on the edge of the roof, looking out at St. Paul's Cathedral. Lily sat beside her, and Donna smiled sadly at the girl. Lily answered it and took the woman's hand, rubbing soothing circles. The Doctor watched them before removing his suit jacket, placing it gently on Donna's bare shoulders. Lily glanced at him, giving him a small smile at his warm gesture.

Donna glanced at the jacket in surprise while the Doctor sat beside Lily. "God, you're skinny. This wouldn't fit a rat." Donna said half-heartedly, though she grinned at Lily who grinned back. The Doctor smiled lightly, looking out at the city before he remembered something. "Oh and you'd better put this on." He said suddenly, pulling out a gold ring.

Lily sighed at his timing, while Donna snapped: "Oh, do you have to rub it in?" "He's not, he's alien. Forgive him, he's trying to help." Lily quickly interjected. Donna blinked as the Doctor said seriously: "Those creatures can trace you. This is a bio-damper. Should keep you hidden." He reached over Lily and took Donna's hand.

"With this ring, I thee bio-damp." He joked as he placed it on her finger, and Donna joked back: "For better or for worse." Lily smiled and the Doctor grinned, Donna giving a half-hearted smile back at the two. Lily turned to look out at the city, leaning her head on the Doctor's shoulder. He absentmindedly placed his head on hers as he also looked out at the bustling streets below them.

Donna watched them before she asked suddenly: "So, you two, you're not?" They turned to look at her, Lily cocking her head while the Doctor frowned, both confused. "Sorry?" The Doctor asked, and Donna shrugged. "She just seems a bit young to be your girlfriend, not that I'm really judging or anything." Donna replied and Lily's eyes widened as she understood.

"No, we're not-" Lily said flustered at the same time the Doctor said: "She's not-" They broke off awkwardly, pointedly not looking at each other as they fumbled. Donna raised her eyebrows at them, clearly disbelieving, before leaving it at that.

She looked out at the city, taking a deep breath before saying: "Alright, come on then. Robot santas, what are they for?" She changed the topic and the Doctor gratefully took the distraction. "Ah, your basic robo scavenger." He explained. "The Father Christmas stuff is just a disguise. They're trying to blend in. I met them last Christmas with Lily. It was the first time we met actually." He recalled and Lily nodded.

"Why, what happened then?" Donna asked, and Lily looked at her in astonishment. The Doctor also looked surprised as he asked: "Great big spaceship hovering over London? You didn't notice?" Donna shrugged as she replied: "I had a bit of a hangover." The Doctor raised his eyebrows but he shrugged it off.

"I spent Christmas Day just over there, the Powell Estate, with Lily… and… this family." The Doctor recalled and Lily took his hand, squeezing it. "My friend, she had this family. Lily's her cousin. Well, she was... Still, gone now." He finished abruptly. Lily sighed, knowing it was too soon for the Doctor to acknowledge Rose's disappearance and say her name. It was surprising he was willing to recall this much at all.

Donna looked at them sympathetically. "Your friend and your cousin, what was her name?" She asked, and the Doctor changed topics abruptly as he asked: "Question is, what do camouflaged robot mercenaries want with you?" He looked at Donna. "And how did you get inside the Tardis? I don't know." Lily leaned against the Doctor as she also turned to look at Donna, who sighed as she turned away.

"What's your job?" The Doctor asked her suddenly, reaching past Lily to get into his jacket pocket. Donna glanced at his hand rummaging in the pocket right next to her waist as she answered "I'm a secretary." The Doctor pointed his sonic at her, scanning her intently as he leant around Lily.

"It's weird." The Doctor muttered. "I mean, you're not special, you're not powerful, you're not connected, you're not clever, you're not important." Lily rolled her eyes at his rude behavior while Donna looked annoyed. "This friend of yours." Donna snapped. "Just before she left, did she punch you in the face? Stop bleeping me!" She said as she swatted his hand away.

"Sorry about him." Lily sighed, and the Doctor looked offended. "Hey!" He said, and Lily turned to him. "You were being rude." She scolded and the Doctor grudgingly muttered to Donna: "Sorry." Donna's eyebrows raised as she looked between them, but neither noticed the look as the Doctor asked: "What kind of secretary?"

"I'm at HC Clements." She muttered back. "It's where I met Lance." Donna's face relaxed into a lovesick smile and Lily grinned at the woman. "I was temping." Donna explained. "I mean, it was all a bit posh really. I'd spent the last two years at a double glazing firm. Well, I thought I'm never going to fit in here. And then he made me a coffee." Donna said reverently, and Lily blinked.

"I mean, that just doesn't happen." Donna exclaimed. "Nobody gets the secretaries a coffee. And Lance, he's the head of HR! He don't need to bother with me. But he was nice, he was funny. And it turns out he thought everyone else was really snotty too." Donna smiled at them, and Lily lifted an eyebrow while the Doctor frowned.

"So that's how it started, me and him. One cup of coffee. That was it." She finished with a broad smile and the Doctor asked: "When was this?" "Six months ago." Donna said and Lily blinked. _What?_ The Doctor seemed to agree with her thoughts as he pointed out: "Bit quick to get married."

"Well, he insisted." Donna shrugged, and Lily's eyebrows lifted. Somehow, she doubted that. "And he nagged, and he nagged me." The Doctor had also raised his eyebrows. "And he just wore me down. And then finally, I just gave in." The Doctor and Lily shared a secret look- they definitely doubted this. Most likely, Donna had nagged and the man had eventually given in.

The Doctor decided against asking further, instead asking: "What does HC Clements do?" Donna frowned as she answered: "Oh, security systems." Clearly, she didn't like her job much. "You know, entry codes, ID cards, that sort of thing. If you ask me, it's a posh name for locksmiths."

"Keys." The Doctor murmured thoughtfully, and Lily pursed her lips, also thinking. Donna shrugged. "Anyway, enough of my CV. Come on, it's time to face the consequences. Oh, this is going to be so shaming." Donna said sadly, and she paused before looking over at the Doctor. "You can do the explaining, Martian boy."

Lily's lips quirked as the Doctor pulled a face, saying firmly: "Yeah. I'm not from Mars." Donna just smiled back at him, as though saying 'sure-whatever-you-say'. Lily grinned as the Doctor stood up, pulling Lily with him. He then reached out a hand to help Donna up.

She handed him his jacket back while she was at it, and Donna moaned as she walked back to the Tardis: "Oh, I had this great big reception all planned. Everyone's going to be heartbroken." She turned back to the other two, and paused, raising her eyebrows. Lily was helping the Doctor put his jacket on.

 _Sure._ She thought sarcastically as she watched the Doctor thank Lily, who shrugged it off, the two murmuring with their heads leaning in close. _Not my girlfriend, my arse._

* * *

Lily winced as they walked into the reception room. The party was in full swing, people dancing to Slade under a large disco ball, laughing as they mingled. No-one seemed to be worried about the missing bride and Lily's heart reached out to Donna. While the woman could be annoying at times, she had shown she had a soft side, and she had to be hurt by this show of blatant disregard.

Lily paused, pulling the Doctor back with her as Donna folded her arms across her chest. People began to notice the angry woman standing by the door, and all the merry fun stopped as they all stared at the infuriated redhead. Lily glanced at the woman and saw Donna's gaze become shocked and hurt. She looked over to see a man in a tuxedo dancing with a pretty blonde woman. She winced- from Donna's look, this must be Lance.

Sure enough, when the man turned around and spotted Donna his face dropped into a mix of shock and guilt. The music also grated to a halt as the groom-to-be and the bride-to-be stared at each other. **"** You had the reception without me?" Donna demanded. The Doctor pulled his hand down the side of his face awkwardly while Lily grimaced as they heard the woman's hurt seeping into her angry words.

"Donna, what happened to you?" Lance asked as he stood in shock at the front of the crowd. Donna ignored him as she repeated furiously: "You had the reception without me?" Lance grimaced as he tried to think of something to say while there was an awkward pause.

"Hello. I'm the Doctor. And this is Lily." The Doctor interjected with a smile. Lily dropped her head into her hands with a groan and Donna turned to him angrily as she said incredulously: "They had the reception without me." The Doctor kept his smile plastered on his face as he said, trying to placate the woman: "Yes, I gathered." "Not helping." Lily whispered to him.

The blonde woman piped up snobbishly: "Well, it was all paid for. Why not?" "Thank you, Nerys." Donna spat and the Doctor grimaced as he stood there awkwardly. An older woman stepped forward, snapping: "Well, what were we supposed to do? I got your silly little message in the end. 'I'm on Earth'?" She quoted and Lily realized then that this must be Donna's mother.

Mrs. Noble continued derisively: "Very funny. What the hell happened? How did you do it? I mean, what's the trick, because I'd love to know." Suddenly everyone started talking at once, all stepping forward. Lily stepped back in alarm, overwhelmed by all the people pressing in towards them as they fired questions at Donna.

The Doctor also stood in shock, staring at the shallow people before them. Donna glanced back at them before she face the crowd and suddenly burst into tears. Immediately, everyone stopped talking, and Lance hurried forward to hug and console her.

The Doctor stared while Lily raised an eyebrow, as people started clapping while Lance hugged Donna tightly and Donna's mother also cooed at her soothingly. Lily saw the blonde woman, Nerys, roll her eyes as she sulked. Donna turned slyly to wink at the Doctor and Lily, before turning back and sobbing. The Doctor suppressed a grin as he turned to look around and Lily pressed her lips together, trying to keep her face blank even as she cracked up on the inside.

* * *

The party had recommenced, and people were laughing and dancing again. Donna was dancing with her Lance while the Doctor leaned against the bar with his arms folded across his chest, watching. Lily sat on a stool beside him, gently rejecting anyone who came up to ask her to dance.

The Doctor glanced over to see a man on a smart phone, and walked over. Lily watched as he gestured to the man to borrow it, and she went to join the Doctor as he managed to procure it. She leaned over to peer at the screen as the Doctor looked up HC Clements, pulling on his glasses as he typed. He turned away from the crowds as he discreetly reached for his sonic, and Lily pulled up close to him to help cover him as he soniced the phone.

The screen whizzed through several pages of information and articles, before it finally beeped, showing the result: 'HC Clements. Sole proprietor - Torchwood'. Lily's eyes widened as the Doctor silently snapped the phone shut, his lips pursed as he pondered this new development.

He walked back to return the phone to its owner before he resumed his original position by the bar but with his hands in his pockets. He stared out at the crowd, and watched as a man dipped a blonde woman. Suddenly, he was reminded of times with Rose as he watched the woman's blonde hair flipping about, and he turned away quickly, sniffing a little as his eyes clouded.

His head turned and suddenly he was looking down at Lily. She was back at her seat by the bar, staring out at the sea of people, her eyes unfocused as she sat in deep thought. He stared at her unnoticed, taking the time to examine her. She looked skinnier- she probably hadn't eaten very well since…since they lost Rose. She also had bags under her eyes, which were haunted now by a deep sorrow. The Doctor suddenly found himself missing the bright smiles she would send him, her eyes shining with mirth.

He was wondering what he could do to bring that back when suddenly Lily's eyes suddenly focused on something. She glanced at the Doctor, and he stiffened. She nodded at something across the dance floor and he glanced in the direction she was indicating to see a man recording the wedding. His eyes widened, and he grinned at Lily, knowing what she was thinking. The girl's lips curved in a half-smile and the Doctor's hearts clenched a little, wanting to see the full beaming smiles he'd grown used to.

Ignoring the urge for now, he held out a hand to Lily. Knowing what he wanted, she took it and the two danced through the crowd, arriving next to the cameraman.

* * *

The man placed in the tape they'd requested, saying as the Doctor and Lily watched intently: "Oh, I taped the whole thing. They've all had a look. They said sell it to 'You've Been Framed'. I said, more like the News." He smiled at his own joke while the Doctor just stared intently at the camera's small screen. "Here we are." The cameraman said, playing the video.

The Doctor and Lily watched as Donna's face contorted into a scream as she dissolved into gold particles before disappearing. Lily frowned- those particles looked almost like the golden energy the Doctor had breathed when she'd met him just after his regeneration. Except, while his breath had been more gassy and light, these looked brighter and more like dust or glitter.

"Can't be. Play it again?" The Doctor requested as he frowned. Lily glanced at him as the cameraman obeyed, saying: "Clever, mind. Good trick, I'll give her that. I was clapping." The Doctor leaned in closer, touching the screen as he peered at the replay. "But that looks like Huon Particles." He murmured.

"What's that then?" The cameraman asked but both Lily and the Doctor ignored him as the Doctor murmured, removing his glasses: "That's impossible. That's ancient." He frowned, looking at Lily. "Huon energy doesn't exist anymore, not for billions of years. So old that…" he broke off and Lily had a sinking feeling. She remembered the last time they'd run into something older than the Doctor.

"It's older than that ring?" Lily asked with dread, and the Doctor nodded. He looked at Donna as he confirmed: "It can't be hidden by a biodamper!" He ran out the doors, Lily right on his heels. They screeched to a halt in the hallway as they saw the Santas through the windows; they were approaching the building with their instrument weapons raised. The Doctor paused in horror before he ran back inside. Lily ran after him, but she headed across the room while the Doctor ran to Donna.

"Donna!" The Doctor cried as he ran through the dance floor and stopped before the woman. "Donna, they've found you." He said frantically and Donna protested: "But you said I was safe." The Doctor cut through urgently: "The bio-damper doesn't work. We've got to get everyone out." Donna looked around in horror. "My God, it's all my family."

"Doctor!" Lily cried from the French windows where she'd gone to check. He looked up and her frightened expression confirmed that she was looking at more Santas. "Out the back door!" He called, and he grabbed Donna, running for the doors while Lily raced after him. The Doctor burst out first, but he and Donna screeched to a halt as they saw Santas coming towards them.

"Maybe not." The Doctor muttered just as Lily ran up, pulling to a stop in horror. They ran back inside, slamming the doors behind them. The Doctor peered out another window himself and grimly confirmed more Santas. One of them was holding a remote control.

"We're trapped." Donna murmured in terror as Lily joined them. She also saw the remote as the Doctor turned to look back into the party room. Lily's heart sank- she was certain that earlier she'd seen… "Christmas trees." The Doctor whispered and Lily spun around to also look up at the giant green trees decorating the room. "What about them?" Donna asked confused and Lily whispered: "They kill."

The Doctor ran into the room, warning all the guests: "Get away from the tree!" Donna screeched behind him: "Don't touch the trees!" Lily ran behind the pair, pulling away children who had been placing decorations on the tree branches. "Get away from the Christmas trees!" The three shouted, grabbing the guests and pulling them all as far away from the trees that littered the room as possible. "Everyone get away from them! Everyone stay away from the trees!"

The party guests all looked around in confusion as the Doctor yelled one more time: "Stay away from the trees!" Donna's mother scoffed at him: "Oh, for God's sakes, the man's an idiot. Why? What harm's a Christmas tree going to- Oh." She broke off as she looked over the Doctor's shoulder, and he and Lily spun around to look at what she'd seen.

Lily's heart plunged as the decorative baubles began to float off and away from the tree. The balls began to fly over their heads, before they suddenly zoomed down at the people, exploding as they made contact. "Everybody, hide!" Lily screamed as more baubles exploded and people began to scream in panic.

Fires began to break out and people ran helter-skelter. Lily was knocked out of the way while the Doctor was pushed back as people panicked. One of the men got thrown into the wedding cake. "Lily!" The Doctor shouted, but he couldn't see her amongst the explosions and people. "Doctor!" Lily cried, but she couldn't see him either as she was pushed around while people ran around screaming.

She was flung onto the ground as something exploded nearby, and she looked around groggily to see Donna was at least safe beneath an overturned table, along with Lance. But then she glanced up and she froze. There were six Santas standing in a line in front of the bar. She swallowed when suddenly from behind she heard the most beautiful sound.

"Oi!" The Doctor yelled, and Lily spun around on the floor to see him standing in the DJ booth. He continued: "Santa! Word of advice. If you're attacking a man with a sonic screwdriver," he tossed the DJ microphone up and caught it, bringing it in front of his mouth. "Don't let him near the sound system." He finished into the mic.

Lily's eyes widened as she realized what he was going to do, and she clapped her hands over her ears as the Doctor jammed his screwdriver into the DJ deck, causing the sonic to ring in an earsplitting screech through the loudspeakers. People clasped their ears in pain, while the Santas began to shake from the vibrations the sound waves were causing. Lily watched as all the Santas broke down into pieces before them.

She slowly removed her hands from her ears, and breathed in relief that the Doctor had removed the sonic. She turned to see the Doctor racing towards the Santas, checking to see they weren't still active. A man was reassuring an injured person on the floor as Lily stood up. "It's all right, Stan. You'll be all right. It's all over."

Donna was also checking around as Lily approached the Doctor who was checking the remote control and then one of the Santa's heads. "Michael? Connie? Oh, Senita, do something useful." Donna muttered as Lily knelt beside the Doctor.

He glanced at her. "You alright?" He asked quietly, and she nodded. "What is it with their heads?" Lily asked the Doctor just as quietly while Lance asked Donna: "What is it? What were they?"

"A different remote." The Doctor murmured while Donna snapped at Lance: "Just stop wittering. Just help them." The Doctor turned to Donna as well, calling: "Look at that. Remote control for the decorations, but there's a second remote control for the robots." He showed Lily a blue blinking light inside the robot's head. "They're not scavengers anymore. I think someone's taken possession."

Lily frowned at him as Donna said: "Never mind all that. You're a doctor. People have been hurt." "Nah, they wanted you alive." The Doctor said as he placed the head in the crook of an arm and grabbed a bauble. Lily's frown deepened but the Doctor didn't notice as he said to Donna while tossing the bauble to her: "Look. They're not active now."

"All I'm saying, you could help." Donna said frustrated but the Doctor was listening to the robot head as he answered: "Got to think of the bigger picture. There's still a signal!" He shouted and then he ran off. Lily glanced at Donna apologetically.

"Sorry, he's had a rough week. I'll talk to him." She said before she ran after the man, leaving Donna standing in shock. Donna moved to follow them when her mother whispered: "Donna." Donna turned to her mother as Sylvia Noble asked fearfully: "Who is he? Who is that man?"


	41. 15-3 Betrayal

"You shouldn't have just left those people." Lily scolded at the Doctor as they ran. He glanced at her, frowning. "We've got to think bigger, you know that." He answered and Lily sighed as she pointed out: "Yes, but it wouldn't hurt to at least look around. You didn't care." "It wasn't important." He shrugged and Lily stopped.

The Doctor paused too, annoyed but when he saw Lily's face, his face dropped. "Not important? Those people are part of the Earth you say you defend." Lily snapped at him, hurt and anger warring her face. "It was that arrogant attitude that cost us Rose, and I'm not letting you treat any human life as inferior any more! I care, Doctor, about those people just as I care about you!" He stared at her impassively, trying not to show the pain Rose's name had inflicted and her face softened.

"I don't want to see you hurt any more." Lily said quietly. They stared at each other for a moment, before Lily offered him a tentative smile. He hesitated before he answered it, his lips curving into a sad smile. "Sorry." He murmured and Lily nodded. They were soon joined by Donna, and they immediately resumed a professional attitude, not wanting to face another argument with her as well.

The Doctor explained as they began to run again: "There's someone behind this, directing the roboforms." "But why is it me? What have I done?" Donna demanded and the Doctor answered as he pulled his sonic out and pointed it at the robot head in his arms: "If we find the controller, we'll find that out."

They ran as it led them outside, and the Doctor murmured: "Ooo!" He held up the sonic and it beeped louder. "It's up there. Something in the sky." The three of them looked up, staring into the empty space. Donna glanced to the side and saw that an ambulance had arrived, and she hurried off to check as the injured were taken care of.

The Doctor frowned as the sonic stopped pulsing. "I've lost the signal." He muttered before darting off to Donna. "Donna, we've got to get to your office. HC Clements. I think that's where it all started. Lance! Is it Lance? Lance, can you give me a lift?"

He darted off without waiting for a response. "Sorry, he meant 'please'!" Lily said before the Doctor was back, grabbing her and dragging her with him. Lance stared after them, stuttering incredulously and Donna simply grabbed him and dragged him to the car as well.

* * *

They ran through the lobby of the HC Clements office, and the Doctor explained as they ran: "To you lot, this might just be a locksmiths, but H C Clements was brought up twenty three years ago by the Torchwood Institute." He and Lily stopped at a computer, the Doctor clicking through it frantically.

"Who are they?" Donna asked confused and the Doctor paused. Lily took over at the computer while he explained: "They were behind the battle of Canary Wharf." Donna just looked confused so the Doctor promted: "Cyberman invasion." Donna continued to just look blank so he tried: "Skies over London full of Daleks?"

"Oh, I was in Spain." Donna answered, and Lily looked up too. "They had Cybermen in Spain." The Doctor said with raised eyebrows while Lily stared at this woman incredulously. "Scuba diving." Was Donna's response, and the Doctor sighed, giving up and just saying: "That big picture, Donna. You keep on missing it.

He rushed off, shoving past Lance as he said: "Torchwood was destroyed, but HC Clements stayed in business. I think," he moved to a new computer, smacking it to get it to work, "someone else came in and took over the operation." He finished as he clicked away while Lily continued to dig through the computer she was at.

"But what do they want with me?" Donna demanded of the Doctor, and he gave up at his computer again. Turning to Donna, he explained: "Somehow you've been dosed with Huon energy. And that's a problem, because Huon energy hasn't existed since the Dark Times. The only place you'd find a Huon particle now is a remnant in the heart of the Tardis."

He paused, and Lily came over, also giving up on her computer. "See? That's what happened." The Doctor finished but Donna and Lance just looked confused. "Dumb it down?" Lily suggested, and the Doctor reached for a coffee mug. "Say, that's the Tardis." He indicted the cup. He then picked up a pencil, saying: "And that's you."

He held up the pencil as he explained: "The particles inside you activated. The two sets of particles magnetized," he shook the mug and the pencil, "and whap." He stuck the pencil in the mug and Donna frowned at the cup. "You were pulled inside the Tardis." The Doctor finished and Donna said flatly: "I'm a pencil inside a mug?"

"Yes, you are. 4H. Sums you up." The Doctor replied, before putting the cup down as he asked: "Lance? What was HC Clements working on? Anything top secret? Special operations? Do not enter?" The Doctor began to move about, sonicing computers and rifling papers. Lily paused, staring down at the coffee cup.

Lance threw his hands in the air as he said in exasperation: "I don't know, I'm in charge of personnel. I wasn't project manager." The Doctor got a screen to show up on one of the computers. "Why am I even explaining myself? What the hell are we talking about?" Lance asked as the Doctor sat down and clicked around, pulling up a plan of the building.

The Doctor ignored him as Lily came up, and he said to her: "They make keys, that's the point. And look at this. We're on the third floor." Her eyes widened and he nodded. Jumping up, he led them back to the lift, and as it arrived, the Doctor continued: "Underneath reception, there's a basement, yes? Then how come when you look on the lift, there's a button marked lower basement?"

He pointed at it as he murmured: "There's a whole floor which doesn't exist on the official plans. So what's down there, then?" Lily raised her eyebrows while Lance said in disbelief: "Are you telling me this building's got a secret floor?" Lily rolled her eyes at him and the Doctor said: "No, I'm showing you this building's got a secret floor."

"It needs a key." Donna pointed out and Lily grinned at the Doctor. "I don't." The Doctor said as he soniced the LB button. "Right then." The Doctor said as he pocketed the sonic. "Thanks, you two. I can handle this. See you later." "What am I, thin air?" Lily demanded. The Doctor looked at her.

"You know what I mean." He said in exasperation as Donna said with a raised eyebrow: "No chance, Martian. You're the man who keeps saving my life." Donna continued as she got into the lift."I ain't letting you out of my sight." The Doctor sighed, saying: "Going down."

"Lance?" Donna demanded, and Lance suggested desperately: "Maybe I should go to the police." Lily shook with silent laughter as Donna simply ordered: "Inside." The man looked terrified before he stepped inside, joining them. "To honor and obey?" The Doctor asked lightly, and Lance muttered back: "Tell me about it, mate."

"Oi." Donna said sharply and they shut up as the lift doors closed on the strange quartet, a bride and groom to be in front, the Doctor and Lily behind. They continued down in silence, and when the lift finally dinged, they stepped out into an area lit with creepy green light. "Where are we?" Donna asked, looking around. "Well, what goes on down here?" She demanded and the Doctor replied: "Let's find out."

Donna asked as they looked around: "Do you think Mister Clements knows about this place?" Lily nodded while the Doctor answered: "The mysterious HC Clements? I think he's part of it." He paused as he noticed something. "Oh, look. Transport." Lily looked, and then grinned widely. There were only three segways, so she and the Doctor tag-teamed, Lily climbing on behind the Doctor and wrapping her arms around his slim waist.

Donna began to laugh at the ridiculousness of the situation as they rolled off down the hall. Lily giggled with her, and the Doctor grinned back, before he began to laugh as well. Lance just looked at them like they were crazy, and Lily laughed harder. Eventually they reached a bulkhead door, labeled 'Torchwood. Authorized personnel only'. Lily jumped off, going to examine it.

The Doctor hopped off and joined her, turning the wheel to open the door. He pulled it open, revealing a small room with a ladder going up. He peered up before turning to them. "Wait here. Just need to get my bearings. Don't," he pointed at finger at them, "do anything." He warned them. Lily pouted. "Stay here with this couple?" She asked and he grinned at her. "You'll be fine." He smiled.

"You'd better come back." Donna threatened him as the Doctor began to climb up. He paused. "I couldn't get rid of you if I tried." He teased. Donna smirked back and then he was gone. Lily watched him go, while Lance turned to Donna. "Donna, have you thought about this? Properly? I mean, this is serious! What the hell are we going to do?" He asked, and Lily rolled her eyes.

He tugged Donna's arm and she turned to him, flashing a smile at him. "Oh, I thought July." She said, then returned to looking up at the Doctor's progress. Lily burst out laughing and Lance turned away, sulking. The Doctor soon returned, just as Lily finally managed to stop laughing. He raised a questioning brow but didn't ask, instead explaining what he'd seen.

"Thames flood barrier right on top of us. Torchwood snuck in and built this place underneath." Donna stared, asking incredulously: "What, there's like a secret base hidden underneath a major London landmark?" "Oh, I know. Unheard of." The Doctor replied dryly, and Lily burst into giggles again. The Doctor grinned at her, taking her hand as he walked off.

By the time Lily had calmed down, they had reached a laboratory. "Oo, look at this." The Doctor said excitedly as they stared at the many bubbling tubes. "Stunning!" Lily looked at them in interest while Donna asked: "What does it do?" "Particle extrusion." The Doctor explained before he noticed something else.

"Hold on." He said, running up to a light blue tube, tapping it lightly. "Brilliant." He whispered as the others joined him. "They've been manufacturing Huon particles. Course, my people got rid of Huons. They unravel the atomic structure." Lily frowned. "Unravel?" She whispered, and he nodded causing Lily to glance at Donna.

Lance interrupted: "Your people? Who are they? What company do you represent?" Lily winced- oops. The Doctor saved the mistake by saying lightly: "Oh, I'm a freelancer. But this lot are rebuilding them. They've been using the river." He realized. "Extruding them through a flat hydrogen base so they've got the end result, Huon particles in liquid form." He mused as he picked up a container with a knob on the cap.

"And that's what's inside me?" Donna asked as she and Lily peered at the clear liquid. The Doctor didn't answer, simply turning the knob. The liquid began to glow gold… as did Donna. "Oh, my God!" Donna cried, and the Doctor breathed: "Genius. Because the particles are inert, they need something living to catalyse inside and that's you." He stared at Donna, turning the knob off as he continued to think out loud.

"Saturate the body and then." He paused, before he had an epiphany. "Ha!" He cried, causing Donna to flinch as he stepped backwards, exulting: "The wedding! Yes, you're getting married, that's it! Best day of your life, walking down the aisle. Oh, your body's a battleground! There's a chemical war inside!"

Donna looked down at herself as the Doctor said excitedly: "Adrenaline, acetylcholine. Wham! go the endorphins. Oh, you're cooking!" Lily frowned at him, sending him warning looks, but he didn't notice he was so focused on Donna. "Yeah, you're like a walking oven. A pressure cooker, a microwave, all churning away. The particles reach boiling point. Shazam!" Donna slapped him again.

Lily sighed in defeat. The Doctor turned to Donna asking incredulously: "What did I do this time?" "You are so obliviously rude." Lily moaned while Donna snapped at him: "Are you enjoying this?" The Doctor looked contrite and Lily gave him a weary look. "You really need to learn to keep in your inappropriate comments." Lily told him, and he pursed his lips, while Donna breathed deeply.

"Right, just tell me." Donna said, trying to be calm. "These particles, are they dangerous? Am I safe?" She asked worriedly, and the Doctor answered with a light smile: "Yes." Lily's eyes narrowed, while Donna cocked her head, both women hearing the false note in his voice. "Doctor," Donna began slowly and the Doctor's face fell, becoming serious again, "if your lot got rid of Huon particles, why did they do that?"

He took a deep breath before answering gently: "Because they were deadly." "Oh, my God." Donna said, shaking with fear, and the Doctor said in a low voice, reassuring her: "I'll sort it out, Donna. Whatever's been done to you, I'll reverse it. I am not about to lose someone else." Lily bit her lip, worried.

"Oh, she is long since lost." A voice hissed, and they looked about trying to find the source, when the wall before them slid open to reveal a giant drill hole in the Earth as the voice continued: "I have waited so long, hibernating at the edge of the universe until the secret heart was uncovered and called out to waken!"

Lance ran away, and the three left stared out as the robots, the same as the Santas but now without masks, lined the walls, pointing their guns at the three. The Doctor reached out and gently pulled Lily by the hand behind him as Donna looked up in fear.

"Someone's been digging." The Doctor said lightly, going to peer down the drill hole, not letting go of Lily's hand. "Oh, very Torchwood. Drilled by laser. How far down does it go?" He asked, his voice echoing a little as his voice carried into the hole.

"Down and down, all the way to the centre of the Earth!" The voice replied and the Doctor asked indifferently: "Really? Seriously? What for?" He asked, and Donna abruptly suggested: "Dinosaurs." The Doctor looked at her and asked: "What?"

"Dinosaurs?" Donna suggested again, and Lily sighed while the Doctor asked: "What are you on about, dinosaurs?" Donna replied: "That film, 'Under the Earth', with dinosaurs. Trying to help." She said at last and the Doctor looked at her disbelievingly. "That's not helping." He said flatly. "Stop being so rude, at least she's trying." Lily muttered. "It wasn't rude, it was honest." The Doctor retorted.

"Such a sweet couple." The voice hissed, and they all looked up, trying to find the source. The Doctor called out: "Only a madman talks to thin air and trust me, you don't want to make me mad. Where are you?" He demanded and the voice replied: "High in the sky. Floating so high on Christmas night."

The Doctor yelled: **"** I didn't come all this way to talk on the intercom. Come on, let's have a look at you!" He kept Lily's hand tucked behind his back, keeping her slightly behind him at all times. "Who are you with such command?" The voice hissed and the Doctor replied confidently: "I'm the Doctor."

"Prepare your best medicines, doctor man, for you will be sick at heart." The voice hissed when suddenly a large half-human, half-spider-like creature appeared in the opposite side of the room. Lily's eyes widened as she took in the giant, red alien with many eyes on her horned head, and fangs gleaming at them as she hissed.

The Doctor said in disbelief: "Racnoss? But that's impossible. You're one of the Racnoss?" He said as he frowned, and the spider-creature replied proudly: "Empress of the Racnoss." The Doctor frowned and asked loudly, taking a step forward: "If you're the Empress, where's the rest of the Racnoss? Or," he broke off in realization, "are you the only one?" He taunted.

The Empress hissed: "Such a sharp mind." The Doctor murmured: "That's it, the last of your kind." He quietly muttered an explanation to Donna and Lily: "The Racnoss come from the Dark Times, billions of years ago. Billions. They were carnivores, omnivores. They devoured whole planets."

"Racnoss are born starving. Is that our fault?" The Empress hissed at them, and Donna asked horrified: "They eat people?" Lily's eyes rose to the ceiling and she paled. "Doctor." She whispered, and he also glanced up. He turned to Donna, asking urgently: "HC Clements, did he wear those, those er, black and white shoes?"

"He did." Donna answered brightly, not understanding. "We used to laugh. We used to call him the fat cat in spats." The Doctor nodded along, opting to silently point to what Lily was staring at in horror. Donna looked up at the ceiling where there was a giant web, and sticking out of it were a pair of feet wearing black and white shoes.

"Oh, my God!" Donna heaved, as though holding back sick while the Doctor lowered his hand, his face dark. The Empress hummed contentedly as she said: "Mmm. My Christmas dinner." The Doctor said puzzled: "You shouldn't even exist. Way back in history, the fledgling Empires went to war against the Racnoss," Lily saw Lance appear on the catwalk above the Empress, "they were wiped out."

Lance made shushing gestures at them as the Empress hissed: "Except for me." Donna stepped forward, trying to distract the Empress so that Lance could advance unnoticed on the Empress, while Lily frowned. She'd had a theory earlier when she'd seen the cup, but maybe she was wrong. It certainly looked like she was wrong...

Donna was saying to the Empress: "But that's what I've got inside me, that Huon energy thing. Oi!" She said sharply, keeping the Empress from looking around. "Look at me, lady, I'm talking. Where do I fit in?" Donna asked as Lance approached the Empress, holding an axe. "How comes I get all stacked up with these Huon particles? Look at me, you!" Donna demanded the Empress's attention as Lance snuck closer. "Look me in the eye and tell me."

"The bride is so feisty." The Empress mused, as Lance got closer. "Yes, I am!" Donna said loudly. "And I don't know what you are, you big thing," the Doctor made a face at that, and Lily nudged him, but Donna continued: "but a spider's just a spider and an axe is an axe! Now, do it!" Donna yelled, and Lance began to swing the axe.

The Empress turned and their eyes met. Lance's seemed to widen in fear, but then he began to laugh. Donna's face became confused while the Doctor frowned and Lily's heart sank. _Oh, please, no_. She prayed for Donna's sake but the Empress had joined Lance's laughter.

"That was a good one. Your face." Lance laughed while gesturing at the Empress who hissed back: "Lance is funny." "What?" Donna asked, confused and Lily bit her lip. The Doctor leaned in, whispering: "I'm sorry." _So he knew as well…_ Lily thought sadly.

Donna glanced at him. "Sorry for what?" She asked before turning back to her beloved and yelling: "Lance, don't be so stupid! Get her!" The Doctor stood grimly, Lily huddling closer to his back as her clenched painfully. Lance was looking at Donna with disgust before he spat: "God, she's thick." Donna's face dropped and Lily's head bowed for the woman.

"Months I've had to put up with her. Months. A woman who can't even point to Germany on a map." Lance scorned, and the Doctor watched Donna with furrowed brows as Donna looked between the Doctor and Lily, and Lance. "I don't understand." She whispered.

"How did you meet him?" The Doctor asked softly, trying to break it to her gently. "In the office." Donna whispered back as she turned her confused eyes on the Doctor. Lily pressed closer to him, not wanting to see the woman's dreams dashed right before her. The Doctor whispered carefully: "He made you coffee."

Donna frowned. "What?" She asked, confused, and Lance butted in. "Every day, I made you coffee." He said snobbishly, and the Doctor whispered sadly to Donna: "You had to be dosed with liquid particles over six months." Donna finally understood and she whispered in a small voice: "He was poisoning me."

The Doctor hesitated before he turned to Lance, calling angrily as Lily whimpered into his back: "It was all there in the job title. The Head of Human Resources." He spat, and Lance just smirked widely as he corrected: "This time, it's 'personnel'." He and the Empress laughed again. Lily heaved a little when Donna said in a broken voice: "But, we were getting married."

"Well," Lance shrugged, "I couldn't risk you running off. I had to say yes. And then I was stuck with a woman who thinks the height of excitement is a new flavour Pringle." He spat and Donna's face fell further. The Doctor lowered his head sadly while Lily gripped the back of his jacket tightly, willing Lance to stop but to no avail.

"Oh, I had to sit there and listen to all that yap yap yap." Lance scorned, before he mimicked in a horrible girly voice: "Oh, Brad and Angelina. Is Posh pregnant? X Factor, Atkins Diet, Feng Shui, split ends, text me, text me, text me." Donna's head lowered a little as she absorbed the shock. "Dear God, the never ending fountain of fat, stupid trivia." He paused and Lily's grip on the Doctor's jacket was so tight her knuckles were white.

"I deserve a medal." Lance finished, and the Doctor bit out angrily: "Oh, is that what she's offered you? The Empress of the Racnoss? What are you, her consort?" He asked in disgust, and Lance replied harshly: "It's better than a night with her." And he pointed at Donna. Lily finally peered around the Doctor, gazing up at Lance with pure hatred.

Donna swallowed as she admitted faintly: "But I love you." And Lance delivered the final blow. "That's what made it easy." He said, and Donna's face fell as shock and hurt registered. The Doctor gripped Lily's hand as she began to shake in anger, glancing with pity at Donna. Lance continued: "It's like you said, Doctor." The Doctor turned his dark eyes at the man. "The big picture. What's the point of it all if the human race is nothing?"

He glanced at the Empress as he explained to them: "That's what the Empress can give me. The chance to go out there." The Doctor lifted his head to the ceiling as he understood, and Lily's eyes narrowed. "To see it. The size of it all. I think you understand that, don't you, Doctor?" The Doctor's chin jerked down a little so that he could level a dark glare at man for the jab. "Shut up." Lily snapped at the man, but Lance just smirked at her.

"Who is this little physician?" The Empress asked, and Lance nodded at Donna. "She said Martian." The Doctor quickly changed gears, saying lightly: "Oh, I'm sort of…homeless. But the point is, what's down here?" He stepped forward to point at the hole, Lily letting go of her grip on him. He still held her hand but she stood in place, staring sadly at Donna.

"The Racnoss are extinct. What's going to help you four thousand miles down? That's just the molten core of the Earth, isn't it?" The Doctor said lightly, and Lance mocked: "I think he wants us to talk." "I think so, too." The Empress hissed and Lance spat at the Doctor: "Well, tough! All we need is Donna." Lily glared at him- how dare he? After what he'd done, how dare he?

"Kill this chattering little doctor man, and the woman he protects so ardently." The Empress ordered, and the Doctor pulled Lily sharply behind him. "Don't you hurt them!" Donna demanded, stepping in front of the Doctor, and the Doctor urged her as he looked around, trying to find a way out: "No, no, Donna. It's all right." Donna shook her head defiantly, crying out in panic: "No, I won't let them."

"At arms!" The Empress cried, and the robots all turned to point their guns at the Doctor and Lily. "Ah, now." The Doctor raised a hand to protest while Lily's eyes widened as she and Donna watched the guns cock in alarm. The Doctor tried: "Except." The Empress ignored him, shouting: "Take aim!" The Doctor pulled Lily further behind him as he protested: "Well, I just want to point out the obvious."

"They won't hit the bride." The Empress hissed, and Donna looked even more alarmed as she wavered by the Doctor and Lily. "They're such very good shots." The Empress said mockingly, and the Doctor stuttered out urgently, speaking very quickly: "Just, just, just, just, just hold on. Hold on just a tick. Just a tiny little, just a little tick." He let go of Lily's hand and she frowned. "If you think about it, the particles activated in Donna," Donna turned to look at the Doctor confused while Lily understood where the Doctor was going with this, "and drew her inside my spaceship."

"So reverse it," the Doctor paused as he reached for the Huon container he'd pocketed earlier, "and the spaceship comes to her." The Doctor turned the knob on the container and Donna glowed gold.

"Fire!" The Empress ordered urgently, but it was too late as the Tardis appeared around the trio. Donna was rooted to the spot, looking shocked as Lily and the Doctor ran to the console, the Doctor saying urgently: "Off we go." Lily breathed in relief as the Tardis wheezed.

 **"** Oh, do you know what I said before about time machines?" The Doctor asked Donna, before continuing without waiting for an answer: ""Well, I lied." He said simply, and Lily groaned. "And now we're going to use it." He added, before he disappeared behind the console pillar as he flew them back in time.

He continued urgently: "We need to find out what the Empress of the Racnoss is digging up. If something's buried at the planet's core, it must've been there since the beginning." Donna sat down in the chair, her face contorted in agony but the Doctor didn't notice as he continued: "That's just brilliant. Molto bene." He cried, as Lily approached Donna.

She squeezed the poor woman's shoulder, and Donna glanced at the girl as the Doctor continued oblivious: "I've always wanted to see this." Donna began to cry silently and Lily hugged the woman tightly. "Donna," the Doctor finally turned to them as he said: "we're going further back than I've ever been before..." He trailed off as he saw Lily glance back at him reproachfully while she held Donna tightly as the woman's shoulders shook with her silent sobs.


	42. 15-4 Hell hath no fury

The Tardis wheezed as they landed, and the Doctor glanced across the console at Lily and Donna. The brunette girl was still holding the woman's side tightly as the older woman leaned into her, her tears finally finished and finding some comfort in the girl's silence and tender embrace.

"We've arrived." The Doctor said tentatively. "Want to see?" He asked as the women looked over. "I suppose." Donna said dispiritedly and Lily squeezed the woman gently. The Doctor pulled the monitor across, looking at it before saying: "Oh, that scanner's a bit small. Maybe your way's best." He tried to lighten the mood before running to the door.

He stopped right before, looking back as Lily gazed at the woman's face with sad understanding. "Come on." The Doctor encouraged as Donna continued to look uncertain. Lily took Donna's hand gently, saying encouragingly: "Here, it'll help. Honest." Donna finally got up and let Lily lead her towards the Doctor.

He nodded as he encouraged: "No human's ever seen this. You'll be the first."m Donna sighed as she answered mournfully: "All I want to see is my bed." Lily ignored that and just quietly led her to the doors, stepping back to let Donna have the first look. The Doctor said softly: "Donna Noble, welcome," he pulled the doors back, "to the creation of the Earth."

Donna stared out in awe to see lumps of rock floating around a sun, hidden behind clouds of dust. She took a step forward, staring around in amazement as the Doctor and Lily flanked her sides. The Doctor explained: "We've gone back four point six billion years. There's no solar system, not yet. Only dust and rocks and gas. That's the Sun, over there." He pointed it out for them. "Brand new. Just beginning to burn."

He smiled at it, and Donna gave a brief smile in wonder, before swallowing and asking: "Where's the Earth?" The Doctor answered as he looked down at her: "All around us in the dust." Donna looked up at him in shock, before turning away with a frown as she murmured miserably: "Puts the wedding in perspective. Lance was right. We're just… tiny." Donna finished in a whisper.

Lily took the woman's hand in comfort, while the Doctor murmured encouragingly: "No, but that's what you do. The human race," he nudged her as the woman stared out sadly, "makes sense out of chaos. Marking it out with weddings and Christmas and calendars. This whole process is beautiful, but only if it's being observed." He told her. Donna looked hesitantly at Lily, who gave the woman a small smile.

Donna turned back to look out into space. "So I came out of all this?" She asked in wonder, and the Doctor murmured: "Isn't that brilliant?" Donna smiled a little, and a particularly large rock drifted past them. "I think that's the Isle of Wight." Donna joked and they all laughed lightly. The Doctor paused before explaining: "Eventually, gravity takes hold. Say, one big rock, heavier than the others, starts to pull other rocks towards it." He began to speak faster, excited.

"All the dust and gas and elements get pulled in. Everything, piling in until you get-" He broke off as his hand curled in a little as though he were grabbing a globe and Donna finished in awe: "The Earth." Lily smiled as the Doctor wondered: "But the question is, what was that first rock?" Suddenly, a large, seven-point star-shaped spaceship flew out of the dust.

Lily's eyes widened as Donna pointed, saying: "Look." "The Racnoss." The Doctor realized, and Lily stared in horror. "Oh, no." She whispered. The Doctor turned quickly, heading back to the console as he muttered: "Hold on. The Racnoss are hiding from the war." He pressed buttons frantically. "What's it doing?" He called to the girls.

Lily couldn't reply as she stared in terror, and Donna replied: "Exactly what you said." The starship became the center as the rocks and dust all became attracted to it, being dragged in by the gravity pull. The Doctor joined them at the doors again as Lily whispered: "They were the beginning. Doctor." She said in horror and the Doctor said wide-eyed: "Oh, they didn't just bury something at the centre of the Earth. They became the centre of the Earth. The first rock."

There was a bang and the Tardis rocked violently. "What was that?" Donna asked alarmed and the Doctor muttered: "Trouble." He slammed the Tardis doors shut, and they ran back in towards the console, trying to stay upright as the Tardis rocked and shook, throwing them about.

Donna clutched the console, yelling: "What the hell's it doing?" The Doctor was scrambling around the console, trying to control the Tardis while remaining upright as he yelled: "Remember that little trick of mine, particles pulling particles. Well, it works in reverse. They're pulling us back!"

"Well, can't you stop it?" Donna yelled. "Hasn't it got a handbrake? Can't you reverse," the Doctor glanced at her, "or warp," Lily stared at her, "or beam or something?" Donna shrieked as they were bumped about. "Backseat driver." The Doctor muttered under his breath. "What about something to throw us off their aim a bit?" Lily asked, and the Doctor perked up.

"Oh!" He cried suddenly as he moved across to grab a large device that looked like a surfboard but with a blue monitor and red touchscreen buttons. "Wait a minute! The extrapolator!" He yelled as he grabbed the device"It can't stop us, but it should give us a good bump!" He struggled with it, while Lily and Donna hung on for dear life.

The Tardis began to materialize, and the Doctor waited, counting. "Now!" He yelled, banging the extrapolator with a hammer. The Tardis wheezed, disappearing and materializing almost instantly.

The Doctor ran out, explaining as the women ran out after him: "We're about two hundred yards to the right. Come on!" He ran off, and Donna and Lily ran after him. He stopped before a bulkhead door like the one from earlier. Donna gasped between breaths: "But what do we do?"

"I don't know." He said, looking at her as he pulled out a stethoscope. "I make it up as I go along. But trust me, I've got a history." He said as he pressed the stethoscope on the door. Donna looked at Lily, who looked exhausted, but the girl nodded. "He's usually like this, but he always finds a way out."

Donna looked between them as she asked between gasps: " But I still don't understand. I'm full of particles, but what for?" The Doctor explained: "There's a Racnoss web at the centre of the Earth, but my people unravelled their power source." Lily was suddenly grabbed from behind, a hand clamping over her mouth to prevent her from screaming. "The Huon particles ceased to exist but the Racnoss were stuck." Donna was also grabbed, but the Doctor was too busy with the door to realize they were gone yet.

"They've just taken hibernation for billions of years. Frozen, dead, kaput. So you're the new key. Brand new particles, living particles! They need you to open it, and you have never been so quiet." He realized as he turned around. He found, to his horror, that both girls were gone. "Oh!" He groaned, looking down both sides of the passage but there was no sign of them.

"Lily." He whispered. He'd lost her, and he hadn't even noticed. Angered, he turned back to the door, using his sonic to unlock it. He pulled it open, to reveal a robot pointing a gun at him.

* * *

"I hate you." Donna hissed out and Lance snapped, sweat pouring down his face: "Yeah, I think we've gone a bit beyond that now, sweetheart." "Not the time, but I really hate you, too." Lily bit out at him. They were currently all trapped in a web on the ceiling, and Lily was not feeling very confident on their odds of surviving this mess.

The Empress looked up at them, ignoring Lily altogether as she said: "My golden couple, together at last. Your awful wedded life." She laughed while Donna rolled her eyes. "Tell me, do you want to be released?" The Empress asked, and Donna and Lance replied instantly: "Yes!" "Do I get a choice, too?" Lily asked sarcastically.

The Empress looked at her. "Silence, puny human." She then turned back to the couple beside Lily. "You're supposed to say, I do." She mocked and Lance scoffed: "Huh. No chance." The Empress hissed, demanding angrily: "Say it!"

Lance hesitated and looked over at Donna who narrowed her eyes at him. "I do." He said mockingly, and Donna shouted down frantically: "I do." The Empress retorted gleefully: "I don't." She laughed while Donna turned away in disgust and Lance wriggled desperately. "Activate the particles. Purge every last one." The Empress ordered and both Donna and Lance glowed gold.

"And release!" The Empress ordered, and Lily watched in horror as the Huon particles left the two, pouring down into the hole. _Damn you, Torchwood!_ Lily thought as she struggled desperately. They had opened up the hole for the Empress, and now an alien race would be brought back from extinction to feed on the Earth and its inhabitants.

"The secret heart unlocks, and they will waken from their Sleep of Ages." The Empress murmured. "Who will? What's down there?" Donna asked in alarm and Lance yelled harshly: "How thick are you?" Donna looked at him hurt. "You, shut up!" Lily shouted at him, and Lance rolled his eyes in exasperation and terror.

The Empress cried: "My children, the long lost Racnoss, now reborn to feast on flesh!" Donna looked at Lily alarmed but still confused, only to see the girl looking down the hole in fear. She glanced across to see Lance doing the same, staring at the white light that had appeared at the bottom of the hole. Donna also glanced down and she paled as she saw movement below.

"The web star shall come to me." The Empress declared, and Lily watched in horror as black spots began to appear on the sides of the tunnel, making their way up the hole. "My babies will be hungry. They need sustenance." The Empress cooed, and Lance began to struggle as Lily's face drained of colour. "Perish the web." The Empress cackled and she began to reach her claws up towards them.

Lance cried in panic: "Use her, not me! Or her! Use her!" He yelled, jerking his head at Donna and then at Lily. Donna looked at him in disbelief while Lily narrowed her eyes at him, not having expected too much better from the man. The Empress laughed, saying: "Oh, my funny little Lance! But you are quite impolite to your lady friends. The Empress does not approve."

The Empress hissed, reaching up and with one swing of her claw, the web released Lance and he fell into the hole, screaming. "Lance!" Donna screamed, and Lily closed her eyes. She had hated the man, but he didn't deserve this fate. She opened them again as the Empress shouted into the air: "Harvest the humans! Reduce them to meat."

"What've you done?" Lily yelled in alarm, and the Empress turned to her, hissing: "My children are climbing towards me and none shall stop them." Lily glanced down at the hole where the dark shadows were coming closer, and Donna's eyes were wide with terror. The Empress suddenly turned, hissing at the cloaked robot walking up the stairs: "So you might as well unmask, my clever little doctor man."

Lily sighed in relief and some fear as the Doctor removed the robot mask and the cloak, sighing: "Oh well. Nice try." He reached quickly into his pocket for his sonic. "I've got you, Lily, Donna!" He called, pointing the sonic at them. Donna shrieked as the web began to give way. "I'm going to fall!" She screamed while Lily looked faintly alarmed. She glanced down, knowing there was something wrong with the Doctor's plan.

"You're going to swing!" He yelled as Donna's web gave way, and Donna screamed as she grabbed the web and swung over the hole. "I've got you!" The Doctor shouted as Lily's web also gave way, opening his arms wide as Donna swung past the Empress, who hissed angrily and swiped to try catch the redheaded bride. Lily grabbed the web sharply as it fell, clinging to it about six feet above the end. She was right to.

Screaming, Donna swung right underneath the Doctor, whose face fell sheepishly as Donna crashed into the wall beneath him. She fell to the floor with a clang just as Lily swung neatly into the Doctor. He caught her quickly, stumbling back a little, before they found their footing. "You alright?" He checked and Lily nodded, running to the rails to look down at Donna.

"Donna!" Lily called while the Doctor murmured with a wince: "Sorry." They looked down at the woman lying on her back on the ground. "Thanks for nothing." Donna spat and Lily sighed in relief that she was alright. Donna got up, and the Doctor glanced up darkly as the Empress said: "The doctor man amuses me."

And that's when Lily made her mistake. She headed down the stairs to help Donna up, knowing the knock she'd had probably wasn't going to help her try climb the stairs in a wedding dress and heels. While Lily had moved to go down, the Doctor said sternly, his feet planted at shoulder's length and his hands leaning on the railings: "Empress of the Racnoss, I give you one last chance. I can find you a planet. I can find you and your children a place in the universe to co-exist. Take that offer and end this now."

Lily reached the bottom of the stairs at the same time Donna managed to stand, and she stepped forward to help her steady as the Empress hissed a laugh, saying: "These men are so funny." "What's your answer?" The Doctor asked just as sternly, and the Empress pretended to gasp in disappointment, before saying mockingly: "Oh I'm afraid I have to decline." She laughed mockingly.

"The what happens next is your own doing." The Doctor said darkly, and Lily paused as Donna took her hand. She glanced up at the Doctor worriedly as the Empress scowled, hissing: "I'll show you what happens next. At arms!" She ordered, standing tall. The robots raised their guns at the Doctor.

"Take aim!" The Empress cried, and Donna also looked up in alarm but Lily was staring at the Doctor in fear. "And-" "Relax." The Doctor cut in calmly, and the robots slumped. Donna looked confused and asked the Doctor: "What did you do?"

"Guess what I've got, Donna?" The Doctor asked before pulling out the Santa's remote control. "Pockets." He smiled at them grimly, wiggling his brows and the remote. Lily's brows furrowed in confusion while Donna asked incredulously: "How did that fit in there?" "They're bigger on the inside." The Doctor answered, his expression saying 'duh'.

The Empress snapped: "Roboforms are not necessary. My children may feast on Martian flesh." The Doctor interrupted darkly: "Oh, but I'm not from Mars." Donna blinked while the Empress asked confused: "Then where?" Lily frowned, she wasn't liking the look on the Doctor's face. It was cold, his eyes dark with the cold anger that she hadn't seen in a long time.

"My home planet is far away and long since gone." The Doctor said darkly, looking down at the Empress with an impassive expression. "But its name lives on. Gallifrey." He stated the name without emotion, and the Empress reared back, screaming: "They murdered the Racnoss!" Lily's eyes widened as the Doctor simply said in the same dark voice: "I warned you. You did this."

He took some Christmas baubles from his other pocket. "No! No! Don't!" The Empress begged but the Doctor ignored her, tossing the baubles into the air. "No!" The Empress screamed, and the Doctor used the remote to control the baubles. Lily watched the baubles as the Doctor sent some out into the corridor, and Lily heard the bang of the explosives hitting the wall… and the sound of rushing water. Her eyes widened in shock, and she whipped her head to look at him in disbelief.

The other baubles crashed around the room, causing fires to break out, and Donna and Lily ducked as flames licked the room. The sound of water became louder, and soon the water was pouring into the room via the corridors, and the pressure built too much as manholes just under the roof of the basement popped open, water pouring out of those too.

Lily watched in horror as the water began to flood inside, pouring down the hole. She heard the baby aliens scream in terror as they were drowned, and the Empress screamed: "No! No! My children!" Lily saw the horrifying images flashing as the flames licked, water spurting from all directions, the Empress screaming in despair and pain while the sound of children crying, even if they were alien, filled the air above the noise of rushing water.

"No! My children!" The Empress screeched, and Lily glanced up to see the Doctor's completely stoic face, even as he was soaked through from the gushing water. "My children!" Donna turned to look up as well, calling: "Doctor!" He glanced down impassively. "You can stop now!" Donna called and Lily simply turned and ran up the stairs, knowing he wasn't going to listen.

Her soaked clothes weighed her down a little but she was determined. She'd seen this side of the Doctor before, the first time they'd met. The side of the Doctor she feared, an anger so dark and deep it didn't even show on his face. He'd just stand there with an impassive face as he watched his foe scream with defeat and despair.

"My children!" The Empress shrieked, and the sound of children wailing stopped- they were now all dead. Instead, there was only the awful sound of rushing water and the Empress's heartbroken wails. Lily reached the Doctor to see him staring out at the Empress, his face completely expressionless. She reached out, turning the Doctor away… and slapped him. "Stop it!" Lily screamed at him desperately.

He stared at her in shock, as Lily stood trembling from her soaked clothes but also the tears that ran down her face, mingled with the water from the Thames. He stood completely still, eyes wide as he stared at her, shaken out of his cold fury by the look of determination but also fear in her eyes. Lily's gaze then averted towards the ground, and the Doctor glanced down to see Donna. "Come on. Time I got you out." He yelled, and he ran down to help Donna up, Lily staying frozen in her spot.

She watched the Empress howl: "Transport me!" The Empress disappeared in a beam of light as the Doctor and Donna reached Lily. The Doctor pulled Lily along, and they hurried up and out, reaching the ladders that lead out the building. "But what about the Empress?" Donna asked as they climbed through the water showering down on them through the cracks, and the Doctor answered: "She's used up all her Huon energy. She's defenceless!"

They climbed out, Donna first and then the Doctor who turned back and helped Lily out. Lily glanced up to see her fears confirmed- the Empress's star-spaceship was being blown apart by missiles. The pieces of the ship exploded all over Canary wharf, as the Doctor shielded her from the explosions.

Donna began to laugh hysterically in relief and the Doctor joined her, Lily unable to as she stared at the Doctor sadly. They finally stopped laughing, and Donna gasped out: "Just, there's one problem." "What is that?" The Doctor asked, and Donna pointed out: "We've drained the Thames." They stared out at the empty river banks. Donna and the Doctor began to laugh hysterically again, but Lily turned away.

The Doctor noticed and his laugh faded. Donna noticed that and turned to look at what had caught the Doctor's attention. She saw the girl's forlorn back, and her eyes softened. She knew what was bothering the girl. After a beat of silence, Donna said quietly: "I think, I'm ready to go home."

* * *

The Tardis wheezed as they parked outside Donna's house. Donna walked out as the Doctor stepped out behind her, declaring: "There we go. Told you she'd be all right. She can survive anything." Lily stepped out last, still quiet as Donna murmured: "More than I've done."

The Doctor pulled out his sonic and scanned her quickly. "No, all the Huon particles have gone. No damage, you're fine." He shrugged, and Donna replied: "Yeah, but apart from that, I missed my wedding, lost my job and became a widow on the same day. Sort of." Donna mused, before she lowered her eyes sadly.

The Doctor's face turned serious. "I couldn't save him." He whispered apologetically, and Donna sighed before saying bravely: "He deserved it." She nodded determinedly, and the Doctor raised his eyebrows at her while Lily lifted her head. Donna sighed again before saying sadly: "No, he didn't." She lowered her head in mourning before looking back up.

"I'd better get inside. They'll be worried." She said softly, and the Doctor grinned a little as he nodded at the house. "Best Christmas present they could have." He murmured as they watched Donna's parents hug sadly through the windows. "Oh, no. I forgot you hate Christmas." The Doctor mused.

"Yes, I do." Donna said flatly, and the Doctor glanced at Lily before asking: "Even if it snows?" He reached back into the Tardis, making the lamp glow bright yellow before it fired off a bolt of energy into the sky. Instantly, it began to snow, and Donna laughed delightedly while Lily smiled sadly, the smile not reaching her eyes.

"I can't believe you did that!" Donna cried happily, and the Doctor shrugged saying: "Oh, basic atmospheric excitation." Donna looked at him briefly before saying: "Merry Christmas." The Doctor smiled while Lily's lips curved into a soft smile. "Merry Christmas." Lily said to the woman softly, and Donna beamed at her while the Doctor glanced over.

The Doctor added on: "And you." Donna smiled, when the Doctor asked slowly: "So, what will you do with yourself now?" Donna smiled, laughing a little as she said: "Not getting married, for starters. And I'm not going to temp anymore. I don't know. Travel. See a bit more of planet Earth. Walk in the dust. Just go out there and do something." She said brightly.

The Doctor glanced at Lily before looking down, scuffing his toes on the Tardis doorframe. "Well, you could always…" He trailed off and Lily finally glanced at him, raising her eyebrow. "What?" Donna asked expectantly, and the Doctor said quietly: "Come with us." He gestured at himself and Lily, who turned away to look at Donna expectantly.

Donna smiled a little as she said softly: "No." Lily's smile was understanding while the Doctor said immediately: "Okay." "I can't." Donna began but the Doctor said a little too quickly: "No, that's fine." "No, but really." Donna breathed a laugh as she continued: "Everything we did today. Do you live your life like that?"

The Doctor glanced at her, saying a little guiltily: "Not all the time." Donna scoffed, looking at Lily for verification as she said: "I think you do. And I couldn't." She finished sadly. The Doctor tried again: "But you've seen it out there. It's beautiful." Donna interrupted: "And it's terrible."

Her face darkened as she continued: "That place was flooding and burning and they were dying, and you were stood there like, I don't know, a stranger. If it hadn't been for Lily, you might not even have rescued me, you were too... just…" Donna broke off and Lily bowed her head.

The girl understood, even if the Doctor didn't really. At least, not yet. Donna paused, before sighing. "And then you made it snow. I mean, you scare me to death." Donna cried out. The Doctor's face had become impassive as he said monotonously: "Right." He glanced at Lily, now understanding why she was ignoring him.

Donna saw it, and offered brightly: "Tell you what I will do, though. Christmas dinner." The Doctor looked at her, and he seemed almost alarmed. "Oh, come on." Donna urged and Lily looked up, looking pained as the Doctor said bluntly: "I don't do that sort of thing."

"You did it last year." Donna argued. "You said so. And you might as well, because Mum always cooks enough for twenty." The Doctor hesitated, and then sighed muttering: "Oh, all right then. But you go first. Better warn them. And don't say I'm a Martian. I just have to park her properly." He patted the Tardis as he explained... or rather, lied.

Donna glanced at Lily, who nodded at the woman's questioning glance. "See you, Donna." Lily whispered. The Doctor continued, trying to keep face: "She might drift off to the Middle Ages. I'll see you in a minute." He stepped into the Tardis, Lily behind him. Donna stared as the Tardis began to materialized, before she shouted: "Doctor!"

When the Tardis showed no signed of stopping its departure, she screamed at the top of her lungs: "Doctor!" The Tardis solidified and the Doctor stepped out, complaining: "Blimey, you can shout." Donna sighed. "Am I ever going to see you again?" She asked, and the Doctor grinned at her a little.

"If I'm lucky." He answered, and Donna took a deep breath. "Just promise me one thing." Donna said softly, and the Doctor raised an eyebrow. Donna motioned him out of the Tardis. He raised both eyebrows but he stepped out, closing the door behind him.

"Lily." Donna said, and the Doctor's brows furrowed immediately. "Listen to her, don't shut her out. You need her." "I don't need anyone. " The Doctor said automatically, but Donna interrupted: "Yes, you do. Because sometimes, I think you need someone to stop you." The Doctor paused, digesting that. "Yeah…" He said thoughtfully before saying cheerily: "Thanks then, Donna. Good luck. And just be... magnificent."

"I think I will, yeah." Donna agreed, and then paused as the Doctor walked back in. "Doctor?" She called, and he turned, asking in mock-annoyance: "Oh, what is it now?" Donna smiled at him. "That friend of yours- Lily's cousin. What was her name?" The Doctor paused, before saying softly: "Her name was Rose." Donna paused, debating before asking him: "Did you love her?"

He paused, and then glanced behind him into the Tardis. The look in his eyes was answer enough for Donna and she shook her head when the Doctor turned back, his mouth open to reply. "No, it's alright." She said, and the Doctor raised an eyebrow. "Just, tell her, some day." Donna smile, and the Doctor nodded.

He went back inside, and Donna watched as the Tardis wheezed and disappeared.

* A/N 'Hell hath no fury like a woman scorned.' And Hell hath no fury like a Doctor angered. I wrote this chapter based on this feeling, and it sets us up for the next arc where Lily learns to teach the Doctor compassion instead of standing in the sidelines. I promise, from now on, there will be many more Lily and the Doctor moments as Lily helps the Doctor recover from losing Rose and deals with his God-like tendencies, bringing out the more compassionate nature that is buried deep inside the hardened man.


	43. 15-5 Best foot forward

*A/N Filler chapter to highlight the changing dynamics between Lily and the Doctor.

"Lily, talk to me." The Doctor sighed as he stood outside Lily's bedroom door. She had shut herself in after their farewell with Donna, and the Doctor knew that if he didn't talk to her now, the girl would draw a line between them.

The Doctor waited patiently, as he had been for the better part of fifteen minutes. "Lily, please." He said quietly, and at last the door clicked and the girl slowly appeared. She wasn't looking at his face, just staring blankly ahead as she stepped out of her room, closing the door and leaning back on it. The Doctor sighed as Lily asked a little flatly: "You wanted to talk?"

"Yes." He said firmly, watching the girl with sad eyes. He took a deep breath before reaching out and gently taking one of her hands in his. Lily tensed at the contact but she didn't pull away so the Doctor continued softly: "I'm sorry. We've talked about this before, you warned me back after Queen Victoria. It's just… after Rose…"

Lily shook her head gently. "No, I understand that, but Doctor," she sighed and his face fell a little as he saw the tinge of fear entering her eyes. "When you stood there… it was like I didn't know you. It wasn't like Scotland, that was just insensitive and rude. This… this was something darker." Lily paused and the Doctor stood silently, waiting for her to continue.

Lily blew her hair out of her face in frustration as she tried to put it into words without offending the Doctor. "I saw a bit of this before- when we first met. When you sent that Sycorax leader falling to the Earth, and then when Harriet Jones murdered the Sycorax. Your completely unforgiving stance." Lily finally looked up, looking at the Doctor warily. His face was smooth as he just listened, and Lily deflated.

"Sorry, now I've just offended you." She sighed, and at that the Doctor smiled a little, albeit a little grimly. He gently lifted Lily's chin, trying to get her to look at him. She firmly kept her eyes lowered, avoiding him and he sighed. "Lily, look at me." He said softly, and when she just pursed her lips he ordered more firmly: "Look at me."

She slowly lifted her gaze, looking straight into the Doctor's dark brown eyes. His hearts beat a little faster but he said very calmly and gently: "Lily, I've said it before, and I'll say it again: I want to hear what you have to say. Because… because you say what I need to hear, even if sometimes it's not what I want to hear." He said the last part a little quieter, a little sadder.

Lily cocked her head a little as she stared up at him. "But it doesn't mean you'll listen." She pointed out, and he sighed. He reached back to rub his neck in agitation as his eyes looked over the top of Lily's head, unfocused as he said slowly: "I'm so old. I'm over 900 years old, Lily, and… and I've had to see so many wars, so many deaths. I used to have so much more patience but now… now it's wearisome. But…"

He focused back on her hazel eyes suddenly as he continued: "But, that's what you're trying to say to me, isn't it? I was so angry, born after so much battle and death… but that doesn't mean I should become cold, forget the compassion," here he smiled a little and Lily answered it tentatively. "I don't realize it sometimes. I see the heart in you, admire the kind nature of so many humans and yet I forget to embrace that myself."

His face fell a little, and Lily impulsively hugged him. The Doctor blinked in surprise before hesitantly returning the embrace. They stood like that for a moment in silence before Lily whispered into his chest: "If you want… If you'll let me, I'll help you remember. I want to help. I promised Rose I'd be there for you, and I meant it. I'll always be here, Doctor, for Rose and for me."

His hearts raced as Lily admitted to him. The girl barely noticed, her own heart was hammering as she finished: "You mean the world to me. I've lost my whole family, but I've still got you and I'm not letting that go unless you want me to." The Doctor hugged her tighter, whispering into her hair: "No, never. I can't lose you too, not now."

They stood in silence for a while before the Doctor whispered once more: "I can't promise I'll change right away, but I can say I want to try. I don't want to see you frightened of me," Lily started a little but the Doctor continued: "You can't hide it from me, I saw your face." Lily hid her face in his chest, a little embarrassed and the Doctor chuckled lightly.

"I want to be someone you can come to." He admitted at last. Lily's heart stopped before it raced as the Doctor continued: "You're the only family I have left, too. And I don't want to lose you either, and I don't want this to become a wedge between us. So, Lily, will you help me? Remind me that there is so much better than the worst of life we sometimes have to battle?"

Lily pulled back and looked intently into his eyes. Brown met hazel as Lily promised: "I will. I'll keep you safe, even from yourself, as you've done for me." His eyes crinkled as he smiled at her, and his heart soared as Lily's eyes lit up as she beamed at him.

They stood smiling at each other before they became aware of how close they were to one another. Lily's eyes widened, before her gaze involuntarily flickered down. The Doctor's hearts sped up, and he hesitated. But before he could lean down, Lily had stepped away.

"Sorry, got a little emotional." She said flustered. The Doctor stared at her a little dumbly, missing the warmth of holding her in his arms. He'd never been as aware of her presence as he was now. But he saw Lily's gaze flicker for just a moment across the hall, looking to where Rose's room had been. And he understood it was too soon. Lily wasn't ready to accept him when she'd been convinced he was in love with Rose.

The Doctor also felt the pangs of guilt when he remembered Rose, knowing that at the time when she'd been torn away from them, he hadn't been certain of who he cared for more. And while he'd figured it out during the Torchwood fiasco, he knew it would take time for Lily to understand that, and not feel like a rebound. So he let the girl go, feigning ignorance as he simply grinned at her.

She grinned back, suddenly back to her cheery self. "So, what now, since we're done with the therapy session?" She teased, and the Doctor laughed. "Well, Dr. Phil, how about an adventure?" He teased back and she grinned. "Where are we going?" She asked as he led the way back to the Tardis console. "How about… somewhere of your choice?" He asked, and she grinned.

"Brilliant." She said, and he grinned. "Well, then." The Doctor began, taking Lily's hand and pulling her up to the console. "Allons-y!" He cried and Lily laughed excitedly, both of them ready for another adventure. But something had changed between them, and although neither was willing to admit to it yet, it was there to stay as three hearts beat just the little bit faster.

*A/N I'm sorry it's so short, but I wanted to how they are ready to share and open up to each other as they haven't really before. It's the first real step towards a relationship with communication, and while neither are quite ready for the first step to love, this will set the stage for their development that will follow Doctor Who season 3. Thanks for reading so far, and hope you're enjoying it!


	44. 16-1 Smith and Jones

Medical student Martha Jones walked down the busy London street, heading off to her residence work. She was on the phone, busily answering to the different issues each of her family members were bringing down on her.

She was busy light-heartedly trying deal with the messy family relationships as they each prepared for her brother, Leo's, 21st birthday when suddenly a tall man with brown hair spiked up and wearing a brown suit with a tan, long overcoat stepped out in front of her. "Like so." He said to her abruptly, taking his tie off. "See?" He said as he waved the tie around, and then walked off.

Martha stared after the strange man as thunder rumbled overhead, before shrugging it off and heading to the Royal Hope Hospital. As she reached the entrance, she was shoved out the way by a man wearing full motorcycle gear. "Oi! Watch, it mate." Martha said sharply, and the figure turned, staring at her through its dark helmet visor.

Martha was a bit put out, and as the figure walked off, she frowned but shrugged that off to as she headed inside. Once inside the locker room, she put away her things, getting out her white coat when she got an electric shock from the locker door.

"Ow." She mumbled, before carefully closing and locking her locker. It apparently just wasn't her day. She sighed and quickly headed off to join the other students and the head consultant, Mr. Stoker, in their rounds. Their first stop was the Breast Screening Unit, and they walked around behind Mr. Stoker, who examined the patients while the students stood around, taking notes and learning what they could.

The first patient in the hospital ward was an old woman, Miss Finnegan. Mr. Stoker was taking the woman's pulse as she told him worriedly: "I was alright till this morning, and then, I don't know, I woke up and I felt all dizzy again. It was worse than when I came in." Mr. Stoker removed his hand, saying calmly: "Pulse is slightly thready." He looked around at his students, saying: "Well, let's see what Britain's finest might suggest. Any ideas, Morgenstern?"

The nervous young man stuttered out: "Dizziness can be a sign of early onset diabetes." Mr. Stoker cut in, still in his soft-spoken voice as he said smartly: "Hardly early onset, if you'll forgive me, Miss Finnegan." He gave the old woman a small smile, before turning back to his students. "Any more ideas? Swales?" He asked, and the young woman answered hestitantly: "Er, could recommend a CT scan."

Mr. Stoker raised his eyebrows, saying: "And spend all our money? Jones?" He turned to Martha, who suggested: "We could take bloods and check for Meniere's disease." Mr. Stoker seemed to have had enough as he said at last: "Or we could simply ask the patient. What did you have for dinner last night?" He asked the old woman.

"I had salad." She replied, and Mr. Stoker nodded, asking: "And the night before?" "Salad again." Miss Finnegan replied, and Mr. Stoker said bluntly: "And salad every night for the past week, contrary to my instructions." He looked around at his students with an air of disappointment. "Salt deficiency, that's all. Simple, honest salt." He said, leading them out of the ward.

"Hippocrates himself expounded on the virtues of salt." Mr. Stoker lectured as the group walked down the hospital corridors. "Recommended the inhalation of steam from sea water. Though no doubt if he'd been afflicted with my students, results might have been rather more colourful." He scorned, but Martha wasn't listening as she spotted the same strange figure in full motorbike gear standing by the elevator.

The elevator dinged, and another figure almost identical to the first, stepped out, both still masked behind the black helmets with the visors lowered. Martha watched them leave together with some trepidation, but moved on with the group as they headed into the Orthopedic Department.

Stoker led them to a bed hidden behind a curtain and Martha just glimpsed a pretty young woman sitting on the edge of the bed, her brunette hair gathered in a bun on her head. Mr. Stoker pushed back the curtains of the bed, revealing a man with spiked brown hair sitting up on the bed. He was just finishing a hushed conversation with the brunette girl, when he looked up at Stoker and gave the other man a bright smile.

"Now then, Mister Smith, a very good morning to you. How are you today?" Mr. Stoker asked, and Martha raised a brow as she recognized the man. "Oh, not so bad. Still a bit, you know, blah." The man replied while the girl stood up, standing to the side to allow Stoker and the students to have easier access.

Mr. Stoker turned to his students as he explained: "John Smith, admitted yesterday with severe abdominal pains. Jones, why don't you see what you can find? Amaze me." He added somewhat sarcastically, and Martha moved around to the other side to examine Mr. Smith. "That wasn't very clever, running around outside, was it?" She said humorously, and was surprised when the man looked at her confused.

"Sorry?" He asked while the girl who was visiting him also looked at her in confusion. Martha said puzzled, while she prepped: "On Chancellor Street this morning? You came up to me and took your tie off." She reminded him and the man asked, just as puzzled: "Really? What did I do that for?"

Martha glanced at the girl, but she was also still looking confused, before looking back at Smith. "I don't know, you just did." She answered as she got her stethoscope ready. "Not me. I was here, in bed. Ask the nurses." Smith replied with a confused frown, and Martha also frowned as she said confused: "Well, that's weird, cause it looked like you. Have you got a brother?" She tried, and the man answered puzzled: "No, not any more. Just me."

Mr. Stoker cut in, annoyed: "As time passes and I grow ever more infirm and weary, Miss Jones." Martha nodded, saying immediately contrite: "Sorry. Right." She stuck the stethoscope in her ears and placed the end on Smith's chest. She paused, confused as she heart a heart loudly on his right side, which would have been strange enough, but she also heard an echoing thump. She glanced at the man to see he was grinning at her.

Martha moved the stethoscope to his other side, and was shocked to hear a second heart in his left chest. She glanced up at him, and he winked at her slyly. She glanced at the girl standing across the bed, to see the brunette was also looking faintly amused. Martha stayed frozen in surprise, when Stoker sighed, saying: "I weep for future generations. Are you having trouble locating the heart, Miss Jones?"

Martha stared at Smith who just continued to grin at her, before she replied to Stoker, stammering a little as she got over her shock: "Er, I don't know. Stomach cramps?" She offered, saying the first thing she thought of as she tried to understand how she had heard two hearts.

Stoker sighed, saying: "That is a symptom, not a diagnosis. And you rather failed basic techniques by not consulting first with the patient's chart." He remarked as he reached down at the foot of the bed to pick up Smith's medical report. He winced as he got an electric shock from the metal clip on the chart, causing him to drop the report onto the bed.

Martha frowned as she said: "That happened to me this morning." Morgenstern agreed: "I had the same thing on the door handle." Swales added: "And me, on the lift." Smith's eyes darted at them intently as they each spoke, and his female visitor raised her eyebrows. They exchanged quick looks, which no-one else seemed to notice... except Martha.

Martha watched the pair curiously as Stoker replied to his students calmly: "That's only to be expected." He picked up the chart again as he explained: "There's a thunderstorm moving in and lightning is a form of static electricity, as was first proven by...? Anyone?" He asked the group at large, and Smith butted in: "Benjamin Franklin."

Mr. Stoker looked taken aback as he squinted at Mr. Smith, saying confusedly: "Correct." Smith peered at him, before suddenly saying calmly: "My mate, Ben. That was a day and a half. I got rope burns off that kite, and then I got soaked…" Mr. Stoker looked very taken aback, and he murmured: "Quite."

"And then I got electrocuted." Smith finished with a grin, looking around at them. Martha raised an eyebrow and glanced at the brunette girl, only to see she was shaking from suppressed laughter, her eyes shining with humor. Martha also saw Smith wink at the girl, making the girl grin.

"Moving on." Mr. Stoker said, eager to get away from the crazy man, and he murmured to a nurse nearby: "I think perhaps a visit from psychiatric." Smith just smiled at the group as they moved on. Martha glanced back at Smith, and he grinned at her as his pretty companion sent Martha a kind smile.

Martha smiled back, before quickly following the others out, Mr. Stoker's voice becoming faint as he led his students off: "And next we have-"

Lily P.O.V.

"'My mate, Ben'? Really?" Lily asked the Doctor as soon as the consultant and his group of students had walked off. She tried to sound reproachful but was failing miserably as she couldn't stop grinning at him. He winked at her again, laughing as he said: "What? It was true, so why not?"

Lily shook her head. "Because now you'll probably get dragged to Psychiatrics." She answered and they laughed. "You've already surprised a med student. Her face when she listened to your hearts, you're lucky she didn't say something." Lily teased, and the Doctor smiled.

"Yes, I think though I tickled her fancy. I wonder what she meant when she said I was wandering the streets earlier." The Doctor mused, and Lily shrugged. "You're a time traveller, it's probably in your future. Wonder why you removed your tie in front of her though." Lily mused.

"Me too. Right, anyway," the Doctor was back to business and Lily straightened in her seat as the Doctor resumed their conversation from earlier. "So, the static electricity suggests there's a huge energy wave coming, and I'd say probably it's linked to the thunderstorm." The Doctor said thoughtfully while Lily nodded.

"We've established this means you were right when you said something had taken refuge in this hospital. It could be releasing the energy, or something's chasing it. So, we just have to find it before things get messy." Lily paused, before asking: "But what energy is coming? What's with the thunder?"

The Doctor sighed as he sat up straighter. "Don't know, it could be a number of possibilities at this stage. We'll have to see." He answered, and Lily wrinkled her nose. "That never really ends well." She pointed out, and the Doctor shrugged. "Part of the fun." He answered lightly, before throwing his legs over the side of the bed. "Come on, let's get moving then. 'Before things get messy'." He said cheerily as he led Lily out the ward, Lily laughing at him.

The pair had been snooping around for a while, and what amazed Lily the most was how no-one had yet questioned why a man in hospital garb, a dressing gown and slippers was wandering around the hospital, freely sticking his nose in restricted areas. They hadn't even had to use the psychic paper yet.

Lily glanced out the window, and then paused. "Doctor." She said with a frown and he glanced at her, looking up from where he'd been examining a door. She pointed out the window. "The rain, it's going up." She said incredulously, and the Doctor immediately joined her. He stared outside, his brows furrowed. "Oh…" He whispered, and Lily looked at him.

"What is it?" She asked, and as he opened his mouth there was a sudden roll of thunder and lightning flashed, blinding them. The whole building began to shake, and Lily was flung back. The Doctor grabbed her quickly, and they fell back as he held her tight, shielding her from the fall. They skid a little across the hall as they were flung around a little, before the building stopped moving.

Lily lifted her head. "Doctor?" She asked worriedly, breathing a sigh of relief to see him unhurt. He stood up and then reached out, helping her up and checking that she wasn't hurt. "What was it?" She asked, glancing out the window. She paused, and blinked. "Are we on the moon?" She asked incredulously, and the Doctor nodded wordlessly next to her.

Lily stared out at the barren rocky terrain and the Earth floating in the sky before them. Suddenly, she heard screaming as people began to panic. The screams became louder as the shock sank in further and more people panicked, and Lily could hear them beginning to run around trying to figure out what was happening.

She and the Doctor exchanged glances. "What was it?" She asked again quietly, seriously and the Doctor answered just as quietly: "H2O scoop. That rain was energy, and someone's transported the whole hospital to the moon."

"No galactic laws apply here." Lily realized, and the Doctor nodded. "Come on!" He urged, and they ran back to the Doctor's hospital bed. He reached down underneath to grab his clothes, Lily pulling the curtains around, just as the student from earlier, Jones, came in, saying with forced calm: "All right now, everyone back to bed, we've got an emergency but we'll sort it out. Don't worry."

Jones walked by, heading towards the windows, while the Doctor began to quickly change his clothes behind the curtain. Lily blushed, and spun around, facing the other way. The Doctor shot an amused glance at her as he wrestled his pants on. "What, are you embarrassed?" He teased, and Lily glanced back, before quickly facing forward again. "Don't start." She warned, and missed the grin that crossed his face.

She was holding the Doctor's suit jacket, and she turned back to face him when he tapped her shoulder for it. He was buttoning up his shirt, and Lily raised her eyebrows as she caught a glimpse of his chest. He saw her look and raised his own eyebrows, leaning down towards her. "What, see something you like?" He joked, but he was surprised when Lily grinned, a mischievous gleam in her eye.

The girl dropped his blue jacket on the bed and grabbed his tie hanging loosely around his neck. He blinked in surprise, his hands freezing as he finished closing the top buttons, as Lily reached in and tied the tie for him. She leaned in close as she pulled his tie, straightening it, her eyes level with the Doctor's nose since he'd leaned down to tease her.

He swallowed hard as she looked up at him through her lashes, leaning in closer. He breathed out when she reached past him and simply picked up his jacket from the bed. She stepped away, holding it out for him. He felt both relieved and annoyed, and Lily smirked at him in triumph.

"I told you not to start." She teased, ignoring her own hammering heart, and he had to laugh a little, shaking his head at her as he pulled his jacket on. "Come on then, time to make a friend." He said and Lily nodded, both hearing Martha's voice as she explained to her sobbing colleague while examining the windows: "But they're not exactly air tight. If the air was going to get sucked out it would have happened straight away, but it didn't. So how come?"

The Doctor pulled the curtain aside, fully dressed in his blue suit, as he said: "Very good point." Lily rolled her eyes at his dramatics while he continued: "Brilliant, in fact. What was your name?" He asked, and the young woman answered: "Martha." "And it was Jones, wasn't it?" He asked, and Martha raised her brows expectantly. Lily was liking her already.

"Well then, Martha Jones, the question is, how are we still breathing?" He asked as he and Lily walked to the windows, examining them. Martha's colleague, who Lily remembered to be called Swales, sobbed: "We can't be." The Doctor barely glanced at her as he sniped: "Obviously we are, so don't waste my time." "You're being rude, again." Lily scolded lightly.

The Doctor rolled his eyes good naturedly before asking seriously: "Martha, what have we got? Is there a balcony on this floor, or a veranda, or-" Martha answered instantly: "By the patients' lounge, yeah." Lily grinned, turning to the Doctor expectantly.

The Doctor turned to Martha, asking: "Fancy going out?" "Okay." Martha answered with shining eyes, and Lily grinned as she recognized the look. "We might die." The Doctor tested with wide eyes and raised brows, and Martha copied his look as she retorted: "We might not."

Lily laughed, and the Doctor smiled as he said appreciatively: "Good. Come on. Not her, she'd hold us up." He pointed at Swales as he turned and left. Lily said to Swales apologetically: "Sorry, he can be a bit rude. Best stay here, and try not to panic." She followed the Doctor out, Martha right behind her.

Martha led them to the balcony, and the Doctor stepped forward to unlock it. Lily joined him, and they stepped out into the open air, Martha following apprehensively. They all took a breath each, and Martha let out a gasp of wonder. "We've got air. How does that work?" She asked in awe, and the Doctor replied: "Just be glad it does."

The Doctor and Lily stepped out to stand at the balcony edge, and Martha joined them on the Doctor's other side, leaning against the edge as they stared out at the Earth. "I've got a party tonight." Martha murmured.

She glanced at the other two as she continued: "It's my brother's twenty first. My mother's going to be really, really-" Her voice trailed off, breaking a little at the end, and the Doctor and Lily glanced at the girl.

"You okay?" The Doctor asked concernedly, and Martha murmured: "Yeah." She was still looking a little down, as the Doctor shot back: "Sure?" "Yeah." Martha repeated, before breathing deeply. Lily stepped behind the Doctor, closer to Martha as she placed a gentle hand on the other girl's arm, soothingly.

"Want to go back in?" The Doctor asked, as Martha nodded in thanks at Lily. Martha scoffed at the Doctor as she answered: "No way. I mean," she added hastily, "we could die any minute, but all the same," her tone became almost reverent as she stared at the Earth hovering in the sky above them, "it's beautiful."

Lily beamed at her, whispering quietly: "It really is, isn't it?" The Doctor looked out, murmuring: "Do you think?" Martha asked half-excited, half-apprehensive: "How many people want to go to the moon? And here we are." "Standing in the Earthlight." The Doctor mused as he leaned down on the ledge, placing his elbows down as he clasped his hands before him.

Lily leaned in as well, as Martha asked them: "What do you think happened?" Lily glanced at her as the Doctor asked back: "What do you think?" He looked at her directly over Lily's head, and Martha looked back at them seriously, before she replied confidently: "Extraterrestrial."

The Doctor's eyebrows lifted while Lily grinned as Martha continued: "It's got to be. I don't know, a few years ago that would have sounded mad, but these days? That spaceship flying into Big Ben, Christmas, those Cybermen things." Lily and the Doctor exchanged glances while Martha paused. She was absorbed in her thoughts for a bit, so she didn't notice.

Martha took a deep breath before adding: "I had a cousin. Adeola. She worked at Canary Wharf. She never came home." The girl looked out sadly while Lily's lips curved down, and the Doctor's face fell. "I'm sorry." The Doctor whispered, and Martha answered: "Yeah."

Lily sighed. "I had a cousin there too." Lily murmured, and the Doctor glanced at her while Martha turned to face her. "She didn't work at Canary Wharf, she was just there…" Lily trailed off as she stared out. Martha asked carefully: "And she…?" Lily nodded.

"She never came home either." Lily shrugged, and Martha sighed. "Sorry." Martha said, and Lily shook her head. "Don't be. I was there, so I at least… got to see her at the end." Lily ended a bit hesitantly, but Martha just nodded, turning back to the sky.

"And… you? Were you two together?" She asked, gesturing at the Doctor. The Doctor also turned to look out as he murmured shortly: "Yes. I was there, in the battle." His face turned pensive, and Lily looked at him sadly.

Martha took a deep breath, before saying firmly: "I promise you, Mr. Smith, we will find a way out." The Doctor's face turned guilty, and he and Lily shared a look as Martha continued bravely: "You too, miss. If we can travel to the moon, then we can travel back. There's got to be a way."

"It's not Smith." The Doctor said, straightening up, and going to look over the ledge on the other side of the balcony as he began to work. "That's not my real name." He murmured, and Martha turned to look at him in confusion. "Who are you, then?" She asked, and the Doctor answered seriously: "I'm the Doctor."

Martha snorted as she answered: "Me too, if I can pass my exams." She turned to Lily. "And you are?" Lily smiled a little at the girl as she answered: "Lily Tyler. I travel with the Doctor." Martha raised an eyebrow as she turned back to the Doctor and asked: "Travelling companions, is it? What is it then, Doctor Smith?"

"Just the Doctor." The Doctor answered as he moved to the other side of the balcony to peer around there as well. "How do you mean, 'just the Doctor'?" Martha asked confused, and the Doctor repeated infuriatingly vaguely: "Just the Doctor." Lily had to roll her eyes had him while Martha asked: "What, people call you the Doctor?"

"Yeah. See, Lily did just now." The Doctor pointed out simply, and Martha scoffed at him as she said firmly: "Well, I'm not. As far as I'm concerned, you've got to earn that title." Lily grinned as the Doctor replied: "Well, I'd better make a start, then. Let's have a look." He bent down and threw a pebble out into the air.

"There must be some sort of-" He murmured as he did, and they watched as the pebble bounced off something in the air, causing blue-ish ripples to show for a moment. "-forcefield." Lily and the Doctor said together as he moved back next to Lily.

"Keeping the air in." The Doctor mused, and Lily and Martha frowned. "But if that's like a bubble sealing us in, that means this is the only air we've got." Martha realized, while Lily's frown deepened. "What happens when it runs out?" Martha demanded and the Doctor asked with a frown: "How many people in this hospital?"

"I don't know. A thousand?" Martha guessed, and the Doctor replied: "One thousand people. Suffocating." His eyes became unfocused and Lily glanced up at the sky. "Why would anyone do that?" Martha asked, when suddenly there was a whooshing sound.

"Look up there." Lily pointed, and the Doctor said to Martha as three massive cylindrical spaceships passed overhead: "Head's up! Ask them yourself." The spaceships flew over before landing a little away from the hospital. They watched as clamps were released to keep the ships upright, before ramps lowered and figures dressed in grey armor came marching out.

"Aliens." Martha gasped in shock. "That's aliens. Real, proper aliens." "What are they?" Lily asked the Doctor and he answered darkly: "Judoon."


	45. 16-2 Judoon on the Moon

They watched the aliens marching closer, and once they entered through the force field, the Doctor gestured for them to all go back inside. They could hear people screaming inside, and the sounds of frantic running as people tried to get away or hide, before it became quieter, just the sounds of muffled sobbing.

The trio reached the corridor above the hospital reception, where they peeked out as the Judoon stood and drew their weapons after and one, most likely the commander, removed its helmet to reveal a rhino-like head with horns and red eyes and gave some sort of command.

Lily stared as one of the students from earlier, Morgenstern, stepped forward and said hesitantly: "Er, we are citizens of planet Earth. We welcome you in peace." The Judoon commander turned to him and some people yelped in horror. The young man was pushed against a wall as the Judoon pressed him down and then shone a blue light from a red tube at him.

"What is it doing? Doctor?" Lily whispered anxiously as the frightened man said quickly: "Please don't hurt me. I was just trying to help. I'm sorry, don't hurt me. Please don't hurt me." "He's recording him." The Doctor whispered back to Lily as the Judoon played the man's voice and then plugged the tube into its armor.

"Language assimilated." The Judoon declared, now speaking English. "Designation Earth English. You will be catalogued." The Judoon raised another, larger tube and shone a blue light on the terrified young man's forehead. "Category human." The Judoon declared, before removing the light and taking the man's hand to mark a black X across the back of his hand.

The Judoon then turned away to its troops, calling out: "Catalogue all suspects." The Judoon began to move through the crowds of people, shining them as they catalogued them before marking off the humans they'd processed. Lily turned to the Doctor in alarm, but he was looking at the corner of the reception area: "Oh, look down there, you've got a little shop. I like a little shop."

Lily groaned. "What is it with you and the little shop in a hospital?" Lily asked him, and he said defensively: "I like the little shop!" Martha cut in: "Never mind that. What are Judoon?" She asked as they watched the Judoon move further through the hospital.

"They're like police. Well, police for hire. They're more like interplanetary thugs." The Doctor explained and Martha asked confused: "And they brought us to the moon?" Lily nodded while the Doctor explained: "Neutral territory. According to galactic law, they've got no jurisdiction over the Earth, and they isolated it. That rain, lightning? That was them, using an H2O scoop."

He and Lily continued to watch the Judoon with apprehension while Martha laughed a little as she asked amusedly: "What are you on about, galactic law? Where'd you get that from?" The Doctor moved off further down the corridor, ignoring her as he peered down. Lily followed and muttered: "Doctor, if they're cataloguing humans-"

He glanced at her but she was cut off as Martha joined them and asked: "If they're police, are we under arrest? Are we trespassing on the moon or something? "No, but I like that." The Doctor said, looking at Martha appreciatively briefly. "Good thinking. No, I wish it were that simple." He said in a low voice.

The Doctor pointed out: "They're making a catalogue. That means they're after something non-human, which is very bad news for me." He said and Lily groaned. "I knew it." She moaned while Martha asked: "Why?" The Doctor took Lily's hand comfortingly while just sending Martha a pointed look. She turned to see it.

"Oh, you're kidding me." She said flatly, and the Doctor simply raised one eyebrow. "Don't be ridiculous." Martha tried to laugh it off, but then her face fell. "Stop looking at me like that." She said, starting to look spooked.

"Come on, then." Was all the Doctor said as he moved off, taking Lily with him while Martha stayed still in shock for a moment before following them. The Doctor ran down several corridors, running away from the Judoon. He spotted an admin office, and ran inside, ordering Martha: "Tell me when they come close." Martha raced back outside to keep watch while the Doctor pulled out his sonic.

"Isn't there some way for you to conceal your twin hearts?" Lily sighed, and the Doctor glanced at her, amused, while he soniced the computer. "Even if there was something quick, that thing checks your blood makeup, the very DNA inside you. It wouldn't be fooled." Lily groaned. "Just a thought." She muttered before she watched his progress with the computer.

Martha burst in the room. "They've reached third floor." She told them before she paused. "What's that thing?" She asked, pointing at the Doctor's screwdriver. "Sonic screwdriver." He answered, and Martha said angrily: "Well, if you're not going to answer me properly." Lily laughed as the Doctor turned to her offended.

"No, really, it is. It's a screwdriver, and it's sonic. Look." He showed her before he went back to sonicing the computer with furrowed brows. Lily's brows also furrowed as everything came up blank. "What else have you got, a laser spanner?" Martha scoffed as she came closer.

"I did, but it was stolen by Emily Pankhurst, cheeky woman." The Doctor answered honestly before he whacked the computer frustrated. "Oh, this computer! The Judoon must have locked it down. Judoon platoon upon the moon." He moaned in irritation as he ruffled his hair.

"Because I was just travelling past." He rambled irritably. "I swear, I was just wandering. I wasn't looking for trouble, honestly, I wasn't, but I noticed these plasma coils around the hospital, and that lightning, that's a plasma coil. Been building up for two days now, so I checked in. I thought something was going on inside. It turns out the plasma coils were the Judoon up above." The Doctor finally stopped for breath.

Lily laughed at him and his hair sticking up, before saying to Martha: "He really was just wandering about this time, although I think trouble looks for him. And he had to take a look. I told you we should've come in the Tardis." Lily added to him, and he sighed. "She thinks she's always right." He muttered, and Lily simply fired back: "Your hair's a mess."

"But what were they looking for?" Martha cut in, and the Doctor returned to the problem at hand. "Something that looks human, but isn't." He answered as he tried typing at the computer, Lily moving to run her hands over his hair, smoothing it down. Martha glanced between them before she teased the Doctor: "Like you, apparently."

"Like me. But not me." The Doctor answered bluntly, and Martha asked: "Haven't they got a photo?" "Doesn't work with aliens." Lily replied as the Doctor added: "Might be a shape-changer." Martha asked exasperated: "Whatever it is, can't you just leave the Judoon to find it?"

The Doctor said urgently: "If they declare the hospital guilty of harbouring a fugitive, they'll sentence it to execution." "All of us?" Martha exclaimed and Lily pursed her lips in frustration as she looked over the Doctor's head at the screen.

"Oh yes." The Doctor answered Martha before muttering "If I can find this thing first…Oh!" He exclaimed in irritation while Lily groaned as they both stared at the screen. "You see, they're thick! Judoon are thick! They are completely thick! They wiped the records." The screen became red and marked with the Judoon symbol.

"Oh, that's clever." The Doctor said sarcastically, running his hand through his hair again. "What are we looking for?" Martha asked urgently, and the Doctor moaned: "I don't know." He had his hands stuck in his hair, pulling it a little before he leaned forward. "Say, any patient admitted in the past week with unusual symptoms." He muttered before he began working at the computer again.

"Maybe there's a back-up." He said hopefully, and Martha told him: "Just keep working. I'll go ask Mr. Stoker. He might know." She left as the Doctor began to sonic the computer. Lily ran a hand over his hair, smoothing it and soothing him. He sighed, leaning into her touch. "You'll find it, just think through it calmly." She reassured him and he sighed again. "Thanks, Lily." He said quietly.

Suddenly the sonic beeped. Lily and the Doctor shared grins as the sonic restored the back-up. They beamed, and the Doctor ran to the door to tell Martha he'd found it. Lily began to click around when she heard the Doctor say proudly, just outside the doors: "I've restored the back-up."

"I found her." Martha cried, and Lily frowned. She left her seat, going to the doors as the Doctor asked: "You did what?" Lily opened the doors just as the men dressed in motorcycle gear smashed a door down opposite the three of them. Lily's eyes widened and the Doctor immediately yelled: "Run!"

He grabbed Martha's hand, reaching for Lily's but she was already running down the corridor in front of them. The Doctor let go of Martha as they ran down the stairs, running ahead to catch up to Lily but they both screeched to a halt as Judoon turned the corner up the stairway.

They immediately pulled a retreat, the Doctor grabbing Martha so that they could run down the corridor. They raced through, heading towards the radiology section. "In here!" Lily yelled as the figure chasing them began to catch up. They ran into a radiology room, and the Doctor soniced the door lock.

The girls ran behind the radiation screen, the Doctor running to the x-ray machines and he shouted: "When I say now, press the button." Lily was staring at the machine, hoping Martha knew, just as Martha protested: "But I don't know which one." Lily groaned while the Doctor shouted: "Then find out!"

The thing chasing them was bashing on the door as the Doctor began to sonic parts of the x-ray machine. Martha and Lily tried to make sense of the machine, when Martha turned and spotted the Operator's Manual. She took it and started flipping through desperately.

The door's hinges were almost broken as the Doctor turned to machine so it was pointing at the door. Lily stared with a frown down at the buttons of the machines while Martha's flipping became more anxious. The door suddenly flew off and the Doctor yelled: "Now!"

Martha looked up helplessly and Lily took a chance, slamming her hand down on a big yellow button. The x-ray machine lit up, beaming a large dose of radiation at the figure, who twitched and jerked. Martha switched the machine off, and the figure fell face-forward, dead.

The Doctor stepped forward to check the figure as Martha asked: "What did you do?" "Increased the radiation by five thousand per cent. Killed him dead." The Doctor replied as he stared down at the prone figure while Lily moved to the door. "Can we come out?" She asked the Doctor.

"But isn't that going to kill you?" Martha interjected in alarm, and staring incredulously at Lily's calm attitude. The Doctor replied easily: "Nah, it's only roentgen radiation. We used to play with roentgen bricks in the nursery. And yes, it's safe for you to come out. I've absorbed it all." Lily stepped out and Martha moved to follow.

Lily walked to the Doctor who was fidgeting. "All I need to do is expel it." The Doctor mumbled between grunts as he began to shake his body. Lily came closer while Martha made a wide berth around the Doctor. "If I concentrate I can shake the radiation out of my body and into one spot." He began to jump a little, and Lily looked at him amused, while Martha looked incredulous.

The Doctor glanced down. "It's in my left shoe." He muttered as he began to hop on one foot, lifting his left foot and jiggling it as he hopped. "Here we go, here we go. Easy does it." He mumbled before he began to kick his left foot outwards, muttering: "Out, out, out, out, out."

He began to hop around the room as Martha and Lily watched with their eyebrows raised at the hilarious scene. "Out, out. Ah, ah, ah, ah!" He began to hiss in pain as he hopped about, waving his hands to both steady himself and try distract from the pain. "It is, it is, it is, it is, it is hot." He whined.

"Hold on." He bit out before pulling off his left shoe, sock and all, and throwing it into the garbage bin. "Done." He beamed at the girls and Lily laughed while Martha said with her brows furrowed and in total disbelief: "You're completely mad." The Doctor glanced at her.

"You're right." He said seriously, and Lily's brow lifted. "I look daft with one shoe." He pulled off his other shoe, dumping that with his sock into the bin as well. Lily began to howl with laughter. "Barefoot on the moon." The Doctor proclaimed, and Lily said, coming over to pat his arm while still chortling: "I don't think that was her point but it works too."

Martha looked at them in disbelief before just shaking her head. She turned to look at the dead figure, asking: "So what is that thing? And where's it from, the planet Zovirax?" She asked somewhat skeptically as she examined it, and the Doctor answered: "It's just a Slab." He and Lily walked over to also examine the figure as he explained: "They're called Slabs. Basic slave drones. See? Solid leather, all the way through." He said as he indicated the figure's arm. "Someone has got one hell of a fetish."

He raised his eyebrows thoughtfully , before he stood up to fetch his screwdriver from the x-ray. Lily and Martha looked up, watching him as the latter spoke: "But it was that woman, Miss Finnegan. It was working for her, just like a servant." The Doctor pulled his screwdriver out of the machine with a hiss. Lily stood up and came over as the Doctor mumbled in disbelief: "My sonic screwdriver."

Lily peered over his shoulder and gasped. The screwdriver was completely fried. "She was one of the patients, but-" Martha was saying as the Doctor whined at Lily: "Oh, no. My sonic screwdriver."

"She had this straw like some kind of vampire." Martha tried but Lily and the Doctor weren't listening as they stood looking down at the screwdriver. "What'd you do to it?" Lily asked staring forlornly down at it as the Doctor whined: "I loved my sonic screwdriver."

"Lily?! Doctor?!" Martha cried exasperated and they both turned to her immediately, looking guilty. The Doctor tossed the screwdriver over his shoulder as he said with his hands behind his back: "Sorry." "Hey!" Lily said, looking back at the poor abandoned screwdriver. She went back to it, picking it up and pocketing it.

The Doctor meanwhile was smiling at Martha. "You called me Doctor." He said delightedly, and Martha said urgently and slightly in exasperation: "Anyway? Miss Finnegan is the alien. She was drinking Mr. Stoker's blood." Lily had come back to them, and both she and the Doctor frowned. "Funny time to take a snack. You'd think she'd be hiding. Unless…" The Doctor mumbled and Lily's eyes widened.

"DNA. If she recoded her DNA to appear human…" Lily said slowly, and the Doctor frowned. "No. Yes, that's it. Wait a minute." He mumbled before he cried: "Yes! Shape-changer. Internal shape-changer. She wasn't drinking blood, she was assimilating it." He explained to them.

He turned to kiss Lily's forehead. "You're brilliant, genius!" He crowed, before he turned back to Martha to explain to the girl: "If she can assimilate Mr. Stoker's blood, mimic the biology, she'll register as human." Martha's eyes lit up in understanding, while Lily's widened as another thought occurred.

"The Judoon, if they catalogue her before we get to her…They're thick, you said, they wouldn't believe us, and they'd take you by mistake." Lily said worriedly, and the Doctor's gaze moved to the door. "We've got to find her and show the Judoon. Come on!"

He grabbed Lily's hand and they ran from the room. The Doctor suddenly skidded to a halt down the pathology corridor, pulling Lily and Martha down behind the water dispenser as the other Slab walked past.

"That's the thing about Slabs. They always travel in pairs." The Doctor murmured, and Martha turned to him with her eyebrows raised. "What about you?" She asked, and the Doctor looked at her blankly. "What about me what?" The Doctor asked, and Martha looked between him and Lily.

"You're travelling in a pair." She pointed out and the other two blinked at her. Martha cocked her head. "And by the way, what are you guys? You don't seem to be dating." Martha mused and Lily wrinkled her nose, not liking the subject. "Are you just partners in action or something?" Martha asked.

The Doctor scoffed, also not liking the subject. "Oh. Humans. We're stuck on the moon running out of air with Judoon and a bloodsucking criminal, and you're asking personal questions?" He asked, and Lily frowned. "Don't insult us." She complained, but the Doctor just muttered: "Come on." He began to slowly stand to move out into the larger corridor.

"I like that." Martha mused as she and slowly followed him. "Humans. I'm still not convinced you're an alien." She said amused, just as the Doctor stood and faced the corridor… only to come face-to-face with a Judoon, who lifted its scanner in the Doctor's face. Lily gasped and the Judoon declared: "Non-human."

Martha gasped, her brows furrowing in disbelief as she said: "Oh my God, you really are-" "And again." The Doctor cut her off as he grabbed the two girls and they ran down the opposite way, the Judoon shooting after them. They turned the corner, just making it out of range of the deadly lasers, and the Doctor led them up the stairs and onto the next floor.

They ran down the corridor, the Doctor locking the emergency exit doors behind them. They walked further down the corridor, and Lily was alarmed to see people beginning to slump to the floor. "They've done this floor." The Doctor commented as he walked straight past the other patients. "Come on. The Judoon are logical and just a little bit thick. They won't go back to check a floor they've checked already. If we're lucky."

Lily pulled him to a stop, nodding behind them to where Martha had stopped next to the student Swales, who was giving oxygen to a young woman. "How much oxygen is there?" She was asking as the Doctor and Lily walked back to them. "Not enough for all these people. We're going to run out." Swales answered despairingly and the Doctor turned to Lily. "You alright?" He asked and Lily nodded. "I'll be fine but we need to get moving."

He nodded, turning to Martha. "How are you feeling? Are you alright?" He asked and Martha nodded, grinning as she replied: "I'm running on adrenaline." Lily giggled lightly while the Doctor answered: "Welcome to my world." "What about the Judoon?" Martha asked, and the Lily replied: "No, you saw how big they are, they'll have powerful lungs and I'm willing to bet they can store oxygen in them."

The Doctor was looking around as he agreed with Lily: "They've got great big lung reserves. It won't slow them down." He peered around some more before asking with his brows furrowed: "Where's Mr. Stoker's office?" Martha stood immediately, leading them as she said: "It's this way."

* * *

 **"** She's gone. She was here." Martha murmured as the Doctor rushed in further, examining Stoker's body. Lily felt a little ill as she saw the man's ghostly white skin, his eyes still open as he stared blankly up. "Drained him dry. Every last drop." The Doctor murmured. "I was right. She's a plasmavore."

"What's she doing on Earth?" Martha asked and Lily replied: "What any life-form does when it's escaping capture. She was hiding." The Doctor murmured: "On the run. Like Ronald Biggs in Rio de Janeiro. What's she doing now?" He tried to figure it out as he spoke: "She's still not safe. The Judoon could execute us all. Come on." He rushed off towards the door but Martha called out: "Wait a minute." He paused as Lily stood by Mr. Stoker and Martha came and leaned down beside the brunette, gently closing Stoker's eyes.

The Doctor watched impassively, and his face was unreadable as Martha and Lily came back to join him.


	46. 16-3 Welcome Martha Jones

*A/N Some different POV in this one to follow the full plot.

"Think, think, think." The Doctor muttered as they stood outside Mr. Stoker's office. The Doctor scratched the back of his neck as he thought deeply. "If I was a plasmavore surrounded by police, what would I do?"

He looked up suddenly as he had an epiphany, and muttered: "Ah." Lily looked at what he was looking at and frowned as she saw it was a sign pointing to the MRI room. She did not like where she saw this potentially going at all.

"She's as clever as me. Almost." The Doctor mused, Martha looking confused. Lily pursed her lips and narrowed her eyes but the Doctor ignored her. Suddenly there was a crash and screams as people ran towards them, away from the Judoons marching through the doors at the end of the corridor. "Find the non-human. Execute." One of them said.

"Lily-" He began, but she interrupted: "I know." The girl ran off down the corridor and the Doctor hesitated- he'd wanted her to stay a little longer for something else. Now… he quickly turned to Martha instead, saying urgently: "Martha, stay here. I need time. You've got to hold them up."

"How do I do that?" Martha asked as she looked at the approaching Judoon in fear. The Doctor took a deep breath, and pleaded: "Just forgive me for this. It could save a thousand lives. It means nothing. Honestly, nothing." He promised the girl who just stared at him, confused.

The Doctor leaned in, grabbing Martha's head as he pulled her in for a long and hard kiss before he let go, turning and running towards the MRI room. Martha stared after him. "That was nothing?" She whispered in shock and some delight.

But suddenly she remembered the brunette girl, and suddenly she found herself wondering what the relationship between Lily and the Doctor were. Or did he just go around, kissing any girl who was nearby? Martha couldn't see Lily condoning that, so what were they?

* * *

Doctor P.O.V.

The Doctor ran down the several twists and turns, finding Lily standing outside the MRI room. He suddenly felt extremely guilty upon seeing her, but Lily didn't notice, her lips pressed in a thin line as she waited for him. She was holding a small contraption that had been hastily put together, but should do the trick. However, she was not happy at all.

"I don't like this." She said as he took the round device from her, which held his fried sonic in the center. "It has to be done." He murmured and she glared at him. "You could die, we don't know what will happen when she-" "Lily." He cut in gently as he saw the girl's fear growing. She looked up at him warily. "I won't die." He said softly, and Lily stared at him with pursed lips.

"I want to go with you." She said at last, softly and hopelessly, knowing she couldn't. He'd never let her. His lips tugged up into a half-grin, and then he leaned down. He paused before he kissed her cheek lightly, and she looked at him, startled. "I know you do." He said.

He began to move to the MRI room doors, which were flashing as lights inside danced, when Lily caught his arm. When he looked back in surprise asked with desperation in her voice: "Promise me you'll come back to me?" She asked, and the Doctor hesitated.

He looked her deep in the eyes and took a deep breath before saying: "I promise." She let go, and ran off back to Martha as the Doctor tucked the small device inside his suit and stepped inside the MRI room.

As soon as he walked in, he saw energy flashing lights all over the MRI scanner, while Miss. Finnegan stood in the control booth, working on then machines. The Doctor saw the woman's hand as it lifted to the controls, and he saw the X mark on her hand. So, she'd been processed already and catalogued as human. He'd have to fix that.

He slowly walked closer to the woman who had yet to notice his presence and adopted a panicked tone as he said dumbly: "Have you seen them?" The woman looked at him in alarm but he continued, pretending to be panicking: "There are these things. These great big space rhino things."

The woman relaxed as she saw him and just turned back to her work without a word. The Doctor continued, getting steadily closer as he babbled: "I mean, rhinos from space. And we're on the moon! Great big space rhinos with guns on the moon. And I only came in for my bunions, look."

The Doctor lifted his bare foot, pretending to examine it as he said: "I mean, all fixed now. Perfectly good treatment. The nurses were lovely. I said to my wife, I said I'd recommend this place to anyone, but then we end up on the moon." The old woman turned and walked towards him menacingly. "And did I mention the rhinos?" He asked as though oblivious.

The woman seemed finally annoyed as she ordered: "Hold him." The Slab came out from behind the protective curtain, grabbing the Doctor's arms and placing them behind his back. He stood there and shot a look of fake alarm at the old woman as she glared at him.

* * *

Martha P.O.V.

The Judoon were coming in closer and Martha stood there bravely as the Judoon leader said: "Find the non-human. Execute." Lily came up, grabbing her in alarm. "What are you doing?" She asked, and Martha whispered: "The Doctor asked me to buy time, so I will."

Lily looked surprised but she nodded as she said: "Yeah, that's why I'm here too. Let's hope it works, although I doubt they'll stop longer for us." Martha averted her eyes at that. They turned to face the approaching Judoon, and as they came closer, Martha said steadily: "Now listen, I know who you're looking for. She's this woman. She calls herself Florence."

The Judoon scanned Lily, ignoring Martha. "Human." He said, and another Judoon marked Lily's hand with an X. Lily said impatiently: "We're human, but we know who you're looking for."

The Judoon ignored her too as the leader turned his scanner to Martha. "Human." He said but then the scanner jumbled. Lily frowned as the leader said: "Wait. Non-human traits suspected." Martha was terrified as the Judoon pulled out their guns, while the leader ordered: "Non-human element confirmed. Authorise full scan."

Lily's brows were furrowed and she argued: "That's not possible, Martha's human, how could…" Lily's voice trailed off as she seemed to understand something. Her face dropped slightly as Martha looked at her guiltily but the Judoon leader shoved Martha into the wall as he asked: "What are you? What are you?"

Martha didn't reply, terrified of the Judoon being so close to her. Lily stood back, letting the Judoon work but she called comfortingly to Martha: "Don't' worry. He knew what he was doing, you won't be hurt. I promise, I won't let them." Martha nodded slightly at the girl's words.

She waited as the Judoon began to work a full scan on her, and as she did, she glanced at the pretty brunette. Lily was giving her encouraging looks, but there was a slight frown and Martha caught the Lily glancing down at Martha's lips.

A light bulb went off as Martha realized that while she was unsure of the Doctor's feelings for Lily- he was clearly very light with his flirtatious behavior- Lily harbored some feelings for the man. _This is going to be really complicated._ Martha thought as she was given the full scan.

* * *

Doctor P.O.V.

"Er, that, that big er machine thing. Is it supposed to be making that noise?" The Doctor asked, starting to fish for information as he watched Florence work at the scanner which was now buzzing from all the energy. The woman waved a hand at him, saying dismissively: "You wouldn't understand."

The Doctor said: "But isn't that a magnetic resonance imaging thing? Like a ginormous sort of a magnet? I did magnetics GCSE. Well, I failed, but all the same." He babbled in the hopes of piquing the old woman's interest enough, and sure enough she said: "The magnetic setting now increased to fifty thousand Tesla."

The Doctor raised and eyebrow but feigned ignorance as he said :"Ooo, that's a bit strong, isn't it?" The old woman said jubilantly: "It'll send out a magnetic pulse that'll fry the brain stems of every living thing within two hundred and fifty thousand miles. Except for me, safe in this room." The woman headed behind the protective glass, and the Doctor frowned as he watched her.

"But er, hold on, hold on," the Doctor said, "I did geography GCSE. I passed that one. Doesn't that distance include the Earth?" He tried to keep his voice still very dim-witted and the old woman seemed to buy it as she replied easily: "Only the side facing the moon. The other half will survive. Call it my little gift." She smiled at him before turning back to her work.

The Doctor blurted out: "I'm sorry, you'll have to excuse me, I'm a little out of my depth. I've spent the past fifteen years working as a postman. Hence the bunions. Why would you do that?" Florence said simply: "With everyone dead, the Judoon ships will be mine, to make my escape."

The Doctor began his act to catch the woman. "No, that's weird. You're talking like you're some sort of an alien." He smiled and Florence turned back at him, smiling as she replied: "Quite so." The Doctor pulled a look of complete disbelief, gasping: "No!"

"Oh, yes." She smiled at him sweetly, and the Doctor scoffed: "You're joshing me." "I am not." The old woman replied and the Doctor began to say excitedly: "I'm talking to an alien? In hospital? What, has the place got an ET department?" He asked, and the woman finally opened up.

"It's the perfect hiding place." Florence explained. "Blood banks downstairs for a midnight feast, and all this equipment ready to arm myself with should the police come looking." The Doctor pretended to be surprised as he said: "So, those rhinos, they're looking for you?"

"Yes." The old woman said easily, approaching the Doctor. "But I'm," she lifted her hand to show the X mark as she whispered: "hidden." The Doctor pretended to understand now, as he murmured: "Right." He feigned a look of realization and the woman turned away from him. "Maybe that's why they're increasing their scans." He muttered but loudly enough for her to hear.

Florence turned around sharply. "They're doing what?" The Doctor pretended to be surprised she'd heard, and explained: "Big chief rhino boy, he said, no sign of a non-human, we must increase our scans up to setting two?" He pretended to sound unsure as he said the last bit, and sure enough the old woman believed his smooth lies as she muttered worriedly: "Then I must assimilate again."

"What does that mean?" The Doctor asked, pretending to sound confused. "I must appear to be human." Florence replied as she headed back behind the radiation screen. The Doctor pretended to act dim as he offered: "Well, you're welcome to come home and meet the wife. She'd be honored." He smiled brightly as he watched the old woman bring out a handbag, digging through it. "We can have cake." The Doctor added.

"Why should I have cake?" Florence asked as she flourished the object she'd pulled out of her bag. "I've got my little straw." She smirked and the Doctor continued his little act, pretending to now sound a little apprehensive: "Oh, that's nice. Milkshake? I like banana." He watched as the old woman came closer to him.

Florence smiled at him. "You're quite the funny man. And yet, I think, laughing on purpose at the darkness." Her smile dropped as she whispered, and the Doctor let his face drop into a look of fear. "I think it's time you found some peace. Steady him!" She ordered.

The Slab gripped the Doctor's head, pushing him down. The Doctor groaned as he was forced to his knees, his head turned so that his neck was stretched out, creating easy access to his jugular for the plasmavore. Florence came up and began stroking the Doctor's neck lovingly.

"What are you doing?" The Doctor gasped out, his breathing slightly uneven from the awkward angle his head was being held at. The old woman smiled down at him as she said: "I'm afraid this is going to hurt. But if it's any consolation, the dead don't tend to remember."

The woman stuck the straw right under the Doctors' jaw, sticking it in so that it reached into his vein, and began to suck out his blood. The Doctor immediately began to feel the blood loss, and after just a short while his head became woozy as the whole world began to spin. _Lily._

* * *

Lily P.O.V.

The Judoon completed the full scan on Martha, and deemed her human. The Judoon leader marked the back of her hand with an X as he said: "Confirm human. Traces of facial contact with non-human. Continue the search." Lily gave a sigh of both relief and angst as the Judoon began to move on.

The Judoon leader gave Martha a booklet written in alien language. "You will need this." He told her and Martha asked puzzled: "What's that for?" "Compensation." The Judoon answered and Lily almost snorted. Her worry for the Doctor overpowered the humor in the situation however, and as soon as the Judoon moved towards the MRI room, she and Martha followed.

"Do you think he's okay?" Martha asked as they followed the Judoon down the halls and Lily couldn't help the anxiety that seeped into her voice as she replied: "I really hope so." Martha didn't comment on that, and Lily suddenly had the urge to ask her if the Doctor had really kissed her. But she pushed the thought from her mind. It wasn't the priority right now, and besides it really wasn't her business.

The Judoon were much faster, and so they barged into the MRI room ahead of the girls. Lily heard the old woman's voice as she scolded the Judoon: "Now see what you've done. This poor man just died of fright." Lily's heart almost stopped and she and Martha sprinted the last bit of corridor as the Judoon leader's voice sounded: "Scan him."

Lily dashed in, Martha close behind, and she pushed through the Judoon soldiers flanking their leader to see the Doctor lying on the ground, looking… "Confirmation. Deceased." The Judoon leader declared and Lily's heart broke right then. She shoved through as Martha followed, saying: No, he can't be. Let me through. Let me see him."

Hands clutched Martha's shoulder as the Judoon leader ordered: "Stop. Case closed." They tried to pull Lily, but she shoved them off, kneeling beside the Doctor in utter shock. Martha looked up at Florence, who was watching the pair on the ground with some surprise.

"But it was her." Martha protested, indicating Florence, who looked at her. "She killed him. She did it. She murdered him." Lily had gently picked up the Doctor's hand. _You promised._ She thought silently begging him to open his eyes.

"Judoon have no authority over human crime." The Judoon leader answered Martha, and the young woman protested urgently: "But she's not human." "Oh, but I am." Florence cut in swiftly. "I've been catalogued." She said smugly as she lifted her hand. "But she's not!" Martha cried, when suddenly Lily spoke up.

"You drank his blood." Her voice shook as she lifted her eyes to stare angrily at the old woman, who looked at her in surprise. Lily's hands were clenching the Doctor's as she said: "You're a plasmavore, and you drank his blood, the Doctor's blood. Martha, scan her!" Lily's order was sharp as she fought back tears.

Martha's eyes lit up in understanding and she grabbed the Judoon leader's scanner, pointing it at Florence. The old woman said confidently as the blue light shone on her forehead: "Oh, I don't mind. Scan all you like." The scanner beeped, and the Judoon leader growled: "Non-human."

"But, what?" Florence asked confused while Lily's hand clutched the Doctor's tighter. Martha smiled smugly as the Judoon leader ordered: "Confirm analysis." Florence tried to protest as the other Judoons all shone their scanners at her. "Oh, but it's a mistake, surely. I'm human. I'm as human as they come." Martha gazed down at the Doctor's prone body as she said dejectedly" "He gave his life so they'd find you."

Lily was gazing at the woman with narrowed eyes as the Judoon leader said: "Confirm. Plasmavore, charged with the crime of murdering the child princess of Patrival Regency Nine." Florence finally spat: "Well, she deserved it! Those pink cheeks and those blonde curls and that simpering voice. She was begging for the bite of a plasmavore."

"Then you confess?" The Judoon leader asked while Martha continued to gaze down at the Doctor despairingly. "Confess? I'm proud of it!" Florence shouted, and Lily bent her head over the Doctor's while Florence shouted: "Slab, stop them!"

The Slab strode forward as the old woman ran behind the radiation shield. The Judoon shot the Slab, immediately disintegrating him. "Verdict, guilty. Sentence, execution." The Judoon leader ordered. Lily looked up quickly in fear as she heard energy frying, and she saw Florence plugging something in. She saw the alarm on the MRI screen: 'Magnetic Overload'.

Martha ducked as all the Judoon pulled out their guns. Lily threw herself over the Doctor to shield him, and Florence shouted: "Enjoy your victory, Judoon, because you're going to burn with me. Burn in hell!" She screamed the end as the Judoon shot her, incinerating her as well. Martha crawled forward to join Lily by the Doctor as the Judoon leader nodded, saying: "Case closed."

Lily frowned as she stared at the scanner as Martha asked: "But what did she mean, burn with me?" She also noticed the scanner and pointed it out to the Judoon desperately: "The scanner shouldn't be doing that. She's done something." The Judoon leader went up and scanned the MRI machine.

His ears twitched as he said: "Scans detect lethal acceleration of monomagnetic pulse." Martha yelled: "Well, do something! Stop it!" The Judoon leader turned and ordered: "Our jurisdiction has ended. Judoon will evacuate."

Lily's eyes narrowed and Martha cried: "What? You can't just leave it. What's it going to do?" The Judoon leader ignored her, saying: "All units withdraw." They left the room, Martha running out after them as she screamed angrily: "You can't go! That thing's going to explode and it's your fault!"

Lily meanwhile dug in the Doctor's jacket, pulling out the device from earlier. She ran to the machine console, struggling to plug it in. Martha came running back. "Now what?" She cried and Lily ordered: "The Doctor, can you save him?"

Martha hesitated and Lily repeated sharply, her voice cracking a little: "Can you save him?" Martha nodded at last, and began CPR on the Doctor. She alternated breathing and counting as she pumped his chest: "One, two, three, four, five."

Lily's head was reeling from the lack of air, and she was struggling to switch on the sonic. Its fried state wasn't making it work right and she hit it frantically as the world began to spin around her. Martha took one more deep breath as the air gave out, giving it to the Doctor while Lily collapsed near the control panel, gasping as she tried to breathe.

Doctor P.O.V.

The Doctor gasped, reviving and coughing while Martha collapsed, unable to move any more. "Lily. Scanner." Martha whispered with the little energy she had left. The Doctor pulled himself up onto his elbows, checking the scanner as Martha closed her eyes. He turned to see Lily by the controls, also collapsed. He crawled over, placing a hand on the passed out brunette's shoulder.

He saw the circular device plugged in with Lily's hand still over it. He reached over, and pressed the sonic, once, twice, thrice, and it beamed, shooting into the device and blowing the controls. The scanner fizzed before it blew out, leaving smoke but no-one was harmed.

The Doctor coughed, gasping as his lungs barely revived but the lack of oxygen was beginning to take a toll on his weakened body. He shoved himself up, pulling Lily into his arms. He carried her out and into the corridor where people were passed out on all sides, taking her to a window.

"Come on, come on, come on, come on, please." He muttered, hoping for the miracle. "Come on, Judoon, reverse it." He pleaded as he watched the Judoon ships starting to take off. Suddenly, it began to pour rain, and the Doctor smiled. He barked out a laugh as he looked down at the unconscious girl in his arms.

"It's raining, Lily. It's raining on the moon." He wished he could hear her laugh at that, but there was simply a crash of thunder and a huge flash of lightning. And they were back on Earth.

* * *

Lily P.O.V.

Lily woke up to the Doctor stroking her head. She looked around groggily, muttering: "Where are we? What happened?" The Doctor grinned down at her as he answered: "A hospital room, and it's all over. We stopped the nasty old woman and her magnetic bomb." Lily smiled back at him, but then frowned.

"You were dead." She said, and the Doctor sighed. "You promised me, and you lay there dead in front of me." She whispered, and tears blurred her vision a little as she remembered the sight of him lying there without life before her. He sighed again, taking her hand as he said: "Sorry. But I'm fine now."

She pursed her lips at him, looking him over. "You promise?" She teased half-heartedly and he laughed. "Promise." He said, before he clambered to his feet. Reaching out a hand to help her up, he said: "Come on. Best we be gone when the police and ambulance come through."

They managed to get out through the chaos, and Lily and the Doctor headed towards the Tardis. Lily glanced back towards the hospital, and she paused. The Doctor also stopped, turning to see what she was looking at and spotted Martha by the doors as the young woman looked around urgently.

Martha saw them, and as their eyes met Lily smiled wistfully at her. The Doctor turned and carried on walking but he waved and sent a smile before he left. Lily saw Martha look after them longingly and she sent a small wave as well before she followed the Doctor into the Tardis.

Lily watched the Doctor as he took them off, the Tardis wheezing, before she went up to him as he stood by the console. "So?" She asked, and the Doctor turned to her. "So, what?" He asked, knowing what she was getting at. "I liked her. Martha." Lily prompted and the Doctor pretended to think about it.

"Well, I don't know." He mused, and Lily laughed. "You were ready to invite Donna." Lily pointed out, and the Doctor laughed. "And you liked Martha too. Don't think I don't know about your little smooch." Lily added teasingly and the Doctor frowned.

"What…?" He tried but Lily raised her brows at him. "Don't try that, mister, the Judoon didn't mistake Martha for an alien for her lipstick. Which was on your lip when I met you outside that MRI room."

He wrinkled his nose and Lily laughed. "It's fine, I know why you did it, but I'm saying even with that, you like her. So come on. We could use another person. Terrific Trio again." Lily smiled, and the Doctor laughed.

"As long as we don't use that name!" He agreed teasingly as he twirled some dials and the Tardis wheezed as they landed once more.

* * *

Lily waited excitedly inside the Tardis. The Doctor had suggested they don't attract too much attention by both showing up at Martha's brother's party. She was waiting by the doors though, and she heard the Doctor say: "The Doctor."

Lily perked up, and she moved closer to hear Martha say: "What sort of species? It's not every day I get to ask that." "I'm a Time Lord." The Doctor replied, and Martha muttered: "Right! Not pompous at all, then." Lily grinned. She knew she was going to like Martha.

"I just thought," the Doctor began, "since you saved my life and I've got a brand new sonic screwdriver which needs road testing, you might fancy a trip." "What, into space?" Martha asked excitedly and the Doctor replied: "Well, and Lily insisted. She likes you."

Lily waited impatiently, and heard Martha sigh as she said: "And I like her. But I can't. I've got exams. I've got things to do. I have to go into town first thing and pay the rent, I've got my family going mad."

Lily grinned as the Doctor said blandly: "If it helps, I can travel in time as well." "Get out of here." Martha scoffed and the Doctor said defensively: "I can." "Come on now, that's going too far." Martha protested, and the Doctor replied: "I'll prove it."

The doors opened and the Doctor ran back to the console. Lily laughed as the Tardis wheezed. "You're going to remove your tie!" She giggled, and the Doctor grinned. "Yup!" He ran out again, and then came back minutes later with his tie in his hand.

He took them back to Martha in the alleyway, and he stepped out to show the girl while Lily peeked her head through the open door, unable to wait anymore. "Told you." The Doctor said smugly as he held up his tie, and Martha protested: "No, but, that was this morning."

Lily beamed while the Doctor nonchalantly pulled his tie back on. Martha was freaking out excitedly: "Did you? Oh, my God. You can travel in time. But hold on. If you could see me this morning, why didn't you tell me not to go in to work?" She suddenly accused.

"Crossing into established events is strictly forbidden." The Doctor said seriously, and Lily chimed in with a laugh: "Except for cheap tricks." The Doctor turned and winked at her as Martha asked looking up at the Tardis: "And that's your spaceship?"

Martha wandered around to look as the Doctor explained: "It's called the Tardis. Time and Relative Dimension in Space." Martha touched it, and then asked flatly: "Your spaceship's made of wood." Lily laughed before disappearing back inside.

Martha took that moment to say to the Doctor: "There's not much room. We'd be a bit intimate. Is that what you like? Cramped in small spaces with girls?" She nodded towards where Lily had disappeared. The Doctor just shrugged as he said: "Take a look."

Lily was grinning widely as Martha walked in. The Doctor followed, leaning on the railings by the black-haired girl as she murmured in shock: "No, no, no." She ran back outside and Lily laughed. The Doctor grinned at her as they heard Martha yell: "But it's just a box. But it's huge."

Martha poked her head back in and asked: "How does it do that? It's wood. It's like a box with that room just rammed in." She walked back into the Tardis with wide eyes. "It's bigger on the inside." Martha whispered, and Lily laughed as she saw the Doctor mouth the words with the other girl before asking in a jokingly sarcastic way: "Is it? I hadn't noticed. Did you, Lily?"

He shut the door as Lily laughed, shaking her head and Martha stood in awe. The Doctor walked past, tossing his overcoat to the side as he said: "Right then, let's get going." Martha came up to Lily as she looked around and she asked: "But is there a crew? Where is everyone?"

The Doctor answered lightly: "Just me and Lily." Martha turned to look at them. "Just you two?" Suddenly she didn't feel sure. "Are you sure I can come then?" She asked and Lily sighed. "We had someone before. My cousin."

Martha's eyes widened. "The one who…" She began slowly and Lily nodded. The Doctor added: "Rose, her name was. Rose. And we were together, the three of us. Not that you're replacing her." He quickly said.

Martha smiled as she said: "Never said I was." The Doctor lifted his finger and pointed at her as he said sternly: "Just one trip to say thanks. You get one trip, then back home. I'm only doing this for Lily." Lily rolled her eyes.

Martha lifted her brows. "You're the one that kissed me." She said, somewhat flirtatiously. Lily's smile fell just a tiny bit while the Doctor said sternly: "That was a genetic transfer." Martha continued, giving him a once over: "And if you will wear a tight suit."

"Now, don't!" The Doctor ordered feeling somewhat uncomfortable and not just for obvious reasons. He didn't dare glance at Lily to see her reaction. Martha did and she grinned wryly before saying lightly: "For the record? I'm not remotely interested. I only go for humans."

The Doctor grinned happily. "Good. Well, then." He turned to pull Lily from her seat by the console, neither noticing Martha's slightly let down expression. "Close down the gravitic anomaliser, fire up the helmic regulator. And finally, the hand brake." The Doctor finished, turning to Martha.

"Ready?" He asked, and Martha answered with a smile: "No." Lily laughed as the Doctor grinned, saying: "Off we go." He pulled a lever and the Tardis began to shake as it wheezed, throwing them all off balance.

"Blimey, it's a bit bumpy." Martha cried as they all clung to the console, and the Doctor laughed. "Welcome aboard, Miss Jones." Lily laughed delightedly and Martha grinned as she answered: "It's my pleasure, Mr. Smith, Miss Tyler."


	47. 17-1 The Shakespeare Code

The Tardis shook as they landed, coming to a grinding halt and throwing Martha to the floor while the Doctor fell back a few steps and Lily clutched the console. "Blimey. Do you have to pass a test to fly this thing?" She complained and the Doctor answered: "Yes, and I failed it." Lily laughed while Martha looked completely incredulous. The Doctor ran to fetch his overcoat, pulling it on as he said: "Now, make the most of it. I promised you one trip, and one trip only."

Lily hand Martha her dark-pink leather jacket, and Martha grinned in thanks as the Doctor raced to the doors. Lily smiled at his childish excitement. "Outside this door," Martha watched him bated breath and the Doctor turned to face them, his hand on the doorknob, "brave new world."

"Where are we?" Martha asked quietly, her eyes shining with excitement. Lily grinned as she walked down to the Doctor while the Doctor answered Martha: "Take a look." He turned the doorknob, opening the door. Lily stood next to him, and the Doctor jerked his head to indicate outside. "After you." He said, and Martha walked out the doors.

She stood in awe, staring at the washing hanging on the lines on the overhanging eaves while street urchins ran around the streets. The Doctor stepped out, Lily pulling up the rear as Martha said in awe: "Oh, you are kidding me. You are so kidding me." The Doctor was smiling broadly, enjoying Martha's shock and Lily started to giggle. "Oh, my God, we did it. We travelled in time."

Martha looked around excitedly, before blurting out: "Where are we? No, sorry. I got to get used to this whole new language. When are we?" She asked, when the Doctor looked up as he heard the sound of a window opening. "Mind out." He said in alarm as he tugged Martha out the way, pulling Lily into his chest to protect her as a man emptied his slop bucket from the window above them, shouting: "Gardez l'eau!"

Lily began to laugh, shaking her head as Martha looked in awe and the Doctor murmured apologetically: "Somewhere… before the invention of the toilet. Sorry about that." He murmured as he checked Martha, while Lily was still shaking from laughter in his arms.

Martha shrugged it off, saying: "I've seen worse. I've worked the late night shift A+E." Lily grinned at her. "I knew I liked you." She beamed and the Doctor grinned. Martha smiled back at the brunette, but became worried when the other two began to walk forward. "But are we safe?" She called out and they stopped to look back at her. "I mean, can we move around and stuff?" Martha asked, wide-eyed.

"Of course we can. Why do you ask?" The Doctor asked, puzzled and Lily laughed. "Don't worry, there are chances you'll alter time but it's really rare." She told the black-haired girl. Martha protested, worriedly: "But, it's like in the films. You step on a butterfly, you change the future of the human race." Lily smiled while the Doctor just replied confusedly: "Tell you what then, don't… don't step on any butterflies." He then frowned at her as he asked seriously: "What have butterflies ever done to you?"

Lily shook her head in amusement as the Doctor began to wander off, but Martha wasn't finished. "What if, I don't know," she said as she and Lily walked behind the Doctor, "what if I kill my grandfather?" Lily smiled at her and the Doctor turned to face her, walking backwards as he asked: "Are you planning to?" "No." Martha scoffed and the Doctor replied: "Well, then." He sent a look at Lily as he turned back around to face the front and Lily just had to shake her head again, finding the moment hilarious.

"And this is London?" Martha asked excitedly, and the Doctor replied airily: "I think so. Round about 1599." "Shakespearean London!" Lily exclaimed excitedly, and the Doctor grinned but Martha grabbed the back of his jacket, turning him around as she asked worriedly: "Oh, but hold on. Am I all right? I'm not going to get carted off as a slave, am I?" They all stopped, and the Doctor looked at her with wide-eyes.

"Why would they do that?" He asked, and Martha gave him a look as she said scornfully as she pointed to her dark skin: "Not exactly white, in case you haven't noticed." Lily smiled as the Doctor replied: "I'm not even human. Just walk about like you own the place. Works for me." "Just say you're a princess from somewhere foreign, and it'll be fine. And we wouldn't let anything happen to you." Lily added as they continued down the street.

The Doctor continued: "Besides, you'd be surprised. Elizabethan England, not so different from your time. Look over there. They've got recycling." He pointed to a man shoveling horse manure into a bucket. They walked further down, passing two men talking by a water barrel and the Doctor said: "Water cooler moment." Martha grinned.

They walked past a preached who was warning people: "And the world will be consumed by flame." The Doctor murmured: "Global warming." Lily laughed as the Preacher's face became confused, and the Doctor turned to them excitedly as he added: "Oh, yes, and entertainment. Popular entertainment for the masses."

He began to turn, looking around as he murmured: "If I'm right, we're just down the river by Southwark, right next to-" He pulled Lily who grabbed Martha and they ran along the street and around a corner. Lily's eyes widened and they lit up excitedly. The Doctor exulted: "Oh, yes, the Globe Theatre! Brand new. Just opened."

Martha shook her head in wonder, while the Doctor began to list off rapidly: "Through, strictly speaking, it's not a globe, it's a tetradecagon. Fourteen sides." He turned back to the girls as he continued: "Containing the man himself." He said gleefully and Lily laughed excitedly.

Martha gaped. "Whoa, you don't mean. Is Shakespeare in there?" She asked excitedly, and Lily grinned at her while the Doctor said: "Oh, yes!" He suddenly became prim and posh as he asked in a regal tone: "Miss Tyler, Miss Jones, will you accompany me to the theatre?"

He lifted his arms on either side for them take. Martha grinned, slipping her arm through his right as she answered: "Mr. Smith, I will." Lily laughed as she took the Doctor's left arm, saying royally: "It will be our pleasure, good sir."

They began to stroll down the street, and Lily laughed as she said: "Woah there, Doctor, quite the ladies' man, aren't you? Going to the theatre with a woman on each arm, you dog." She teased and Martha laughed while the Doctor grinned. "And you're quite the flirt, Miss Tyler, since you've agreed to accompany me with Miss Jones."

Martha laughed at them and Lily burst into giggles, unable to keep up the charade with the Doctor's pompous and ridiculously false voice. The Doctor grinned before he turned to Martha to add: "When you get home, you can tell everyone you've seen Shakespeare." "Then I could get sectioned." Martha replied.

* * *

They were clapping madly as they stood in the pit amongst the cheering crowd, applauding the actors as they came up to bow at the end of the performance. Martha exclaimed: "That's amazing! Just amazing. It's worth putting up with the smell." Lily grinned from the Doctor's other side as she heard Martha's comment.

"And those are men dressed as women, yeah?" Martha asked, pointing at them and the Doctor mused: "London never changes." Lily laughed at that while Martha questioned: "Where's Shakespeare? I want to see Shakespeare." Martha commented. Lily was about to say something when Martha shouted out: "Author! Author!"

The Doctor stopped her in alarm, and Martha asked nervously: "Do people shout that? Do they shout Author?" The Doctor opened his mouth when a man behind them shouted: "Author! Author!" Lily burst out laughing as the crowd took up the cry. The Doctor looked about in surprise, and he mumbled in a stunned voice: "Well, they do now."

Lily smiled, and she and Martha shared grins. Shakespeare appeared on stage, a handsome man with a scruffy beard and long, well-combed brown hair. He accepted the applause, looking very confident and full of himself as he looked around the crowd clapping for him.

"He's a bit different from his portraits." Martha commented and Lily nodded. "Much more dashing." She said as she wiggled her eyebrows at her friends. The Doctor frowned at her but Martha appreciated it as she saw Shakespeare blow kisses to the crowd. She burst into laughter and Lily joined her, the Doctor sighing and just shaking his head at his companions.

They turned back to look at Shakespeare, as the crow died down a little, waiting for him to speak. The Doctor murmured excitedly: "Genius. He's a genius. The genius. The most human human there's ever been. Now we're going to hear him speak. Always he chooses the best words. New, beautiful, brilliant words." The Doctor said almost reverently. Martha and Lily leaned forward a little in anticipation as Shakespeare opened his mouth.

"Ah, shut your big fat mouths!" The crowd laughed and Lily snorted with laughter, unable to suppress it as she saw the Doctor's completely crestfallen face. "Oh, well." The Doctor said mournfully, and Lily patted his arm comfortingly while Martha muttered: "You should never meet your heroes."

Shakespeare was still speaking: "You've got excellent taste, I'll give you that. Oh, that's a wig." He pointed to a man in the crowd, and the people all laughed. "I know what you're all saying. Loves Labour's Lost, that's a funny ending, isn't it? It just stops. Will the boys get the girls? Well, don't get your hose in a tangle, you'll find out soon. Yeah, yeah. All in good time. You don't rush a genius."

He bowed and Lily raised an eyebrow. "He's pretty full of himself." She commented, and Martha looked at her. "Remind you of anyone?" She asked, before looking meaningfully at the Doctor. "Oi!" He protested while Lily laughed. But it died on her lips as they saw Shakespeare seem to jerk back, as though pulled.

He looked a little dazed, staring out blankly as he stood rigid before he proclaimed: "When? Tomorrow night." The crowd cheered while Lily's brows pulled into a frown. "The premiere of my brand new play. A sequel, no less, and I call it Loves Labour's Won." Lily frowned a little deeper.

Martha clapped with the crowd excitedly while Lily and the Doctor stood frowning. They exchanged glances, each knowing what the other was thinking. "That's not supposed to exist." Lily murmured to him, and the Doctor nodded. "Did you catch his strange action?" He murmured back, and Lily nodded. "As though he was being possessed… like a puppet." She whispered back and they stood watching carefully.

* * *

The trio made their way slowly out of the theatre with the crowd, the Doctor using his height to peer around while Martha commented: "I'm not an expert, but I've never heard of Loves Labour's Won." "That's because it's not supposed to have been real. It's called 'the lost play.'" Lily answered quietly, and the Doctor chimed in as he explained to Martha: "Exactly. The lost play. It doesn't exist, only in rumours. It's mentioned in lists of his plays but never ever turns up. And no one knows why."

Martha looked excited as she asked: "Have you got a mini-disc or something? We can tape it. We can flog it. Sell it when we get home and make a mint." The Doctor stared down at her, giving her a look while Lily's eyebrows were raised. "No." The Doctor said sternly, and Martha's face fell as she nodded, saying: "That would be bad."

"Yeah, yeah." The Doctor agreed with raised eyebrows, and Lily teased: "And this from the girl who was afraid of stepping on a butterfly in case she changed human history." Martha laughed, shaking her head before asking: "Well, how come it disappeared in the first place?" Lily smiled and turned to the Doctor. He saw the way her eyes shone, and he said: "Well, I was just going to give you a quick little trip in the Tardis," he paused to glance at Martha, "but I suppose we could stay a bit longer." He pouted a little, and Lily laughed at him while Martha grinned.

* * *

The Doctor strode walked into Shakespeare's room at 'The Elephant', a tavern nearby the theatre, calling cheerfully as he entered with a knock: "Hello! Excuse me, not interrupting, am I? Mr. Shakespeare, isn't it?" Lily and Martha were held up just outside the door as the tavern owner passed them, going down the stairs, but they could hear Shakespeare groan as he said: "Oh, no. No, no, no. Who let you in? No autographs. No, you can't have yourself sketched with me."

Lily grinned at Martha and they walked in slowly, both peering around from behind the Doctor on either side as Shakespeare continued with his head held in his hand in annoyance: "And please don't ask where I get my ideas from. Thanks for the interest. Now be a good boy and shove-" the man finally looked at them and he saw Lily and Martha.

His face changed immediately from disinterested to lively and the Doctor turned around with a frown to look. He saw Martha, and then turned to see Lily and he stiffened. Shakespeare murmured: Hey, nonny nonny. Sit right down here next to me, you two." He smiled devishly at the girls. "You two get sewing on them costumes. Off you go." He ordered his actors out.

The tavern owner came back, saying: "Come on, lads. I think our William's found his new muses." The Doctor was still frowning as he greeted Martha first: "Sweet lady." Martha stepped forward eagerly while everyone else left, the Doctor and an amused Lily coming forward slowly.

"And my sweet lady-" he began, turning to Lily but the Doctor placed a protective arm around Lily's waist. Lily raised her eyebrows at the Doctor but he was pointedly ignoring her as he stared warningly at Shakespeare. The man took the hint immediately, although he too raised his eyebrows, and turned his attentions back to Martha who was just sitting down.

"Such unusual clothes." Shakespeare commented as he glanced at Martha. "So fitted." He added and Martha raised an eyebrow at him, while the Doctor pulled Lily to sit between himself and Martha, away from Shakespeare, ignoring Lily's amused glance.

"Er, verily, forsooth, egads." Martha tried, and the Doctor muttered quickly: "No, no, don't do that. Don't." Lily giggled, remembering something similar from before, but the Doctor ignored both her and Martha's offended look as he turned to Shakespeare, pulling out his psychic paper and showing it to Shakespeare as he said: "I'm Sir Doctor of Tardis and these are my companions, Miss Martha Jones and Miss Lily Tyler."

Shakespeare finally turned his gaze away from Martha, and looked at the paper. "Interesting, that bit of paper." He said, pointing at it. "It's blank." Lily's eyebrows shot up while the Doctor's eyes widened as he lowered his psychic paper and murmured in awe: "Oh, that's very clever. That proves it. Absolute genius." He was grinning and Lily smiled. "Guess he redeemed himself as your hero." She teased and Shakespeare glanced at her.

Martha peered at the paper, and then said, smiling and confused: "No, it says so right there. Sir Doctor, Martha Jones, Lily Tyler. It says so." Shakespeare sat up straight as he said: "And I say it's blank." The Doctor winced a little as he explained to Martha: "Psychic paper. Er, long story. Oh, I hate starting from scratch." He complained as he put away his paper with a grimace. "I'll explain for you later." Lily told Martha.

"Psychic?" Shakespeare asked, leaning back and resting his hand on his chin as he looked at the Doctor. "Never heard that before and words are my trade. Who are you exactly?" He glanced at Lily and Martha. "More's the point, who is your beautiful maiden with sparkling eyes, and your delicious blackamoor lady?"

Both girls' eyebrows raised to the roof. "Excuse me, I'm not interested." Lily said, slightly offended for her friend while Martha asked completely offended: "What did you say?" Shakespeare saw the Doctor's dark look and quickly abandoned Lily but he seemed surprised anyhow by the offended looks Martha and Lily, in Martha's steed, were sending him.

"Oops." He said as his eyes widened a little. "Isn't that a word we use nowadays? An Ethiop girl? A swarth? A Queen of Afric?" He fired each one, and the Doctor groaned a little. "Take that back, I don't like your hero." Lily told the Doctor while Martha said to the Doctor: "I can't believe I'm hearing this."

The Doctor was rubbing his eye, grimacing as he said: "It's political correctness gone mad." He told them before addressing Shakespeare who continued to eye both girls, although he tried to refrain from admiring Lily openly with the Doctor's continuous warning glares: "Er, Martha's from a far-off land." The Doctor paused before adding: "Freedonia."

Shakespeare smiled at that, and Lily had the distinct impression this genius was not fooled, when a voice called: "Excuse me!" They all turned to see a man dressed in expensive dress and wearing a gold chain of office enters around his neck. "Hold hard a moment." He spat at Shakespeare: "This is abominable behavior. A new play with no warning?"

He approached their table, glaring at Shakespeare as he continued: "I demand to see a script, Mr. Shakespeare." Shakespeare was holding his head in his hand in annoyance while the trio glanced at each other. "As Master of the Revels, every new script must be registered at my office and examined by me before it can be performed."

Shakespeare sighed a little as he said tiredly: "Tomorrow morning, first thing, I'll send it round." "I don't work to your schedule, you work to mine." The man sneered, and the Doctor and Lily watched the two men intently as they argued.

"The script, now!" The man demanded, and Shakespeare bit out: "I can't." The man scorned: "Then tomorrow's performance is cancelled." The man turned to leave, and Martha commented: "It's all go around here, isn't it?"

The man called from the doorway: "I'm returning to my office for a banning order. If it's the last thing I do, Love's Labours Won will never be played." And with that he disappeared down the stairs.

* * *

The three had simply joined in Shakespeare's drinks for a bit, talking a little about the play and what seemed likely to happen now that the Master of the Revels was set against the play's performance. Lily was sipping lightly on her drink, while the Doctor hadn't even touched his own mug as he sat pensively.

"Well then," Martha said at last, placing her own mug down, "mystery solved. That's Love's Labours Won over and done with. Thought it might be something more, you know, more mysterious." She scoffed, when a man's scream came from the street. The Doctor, jumped up towards the window, Shakespeare also turning around while Lily leaned forward and Martha froze.

A woman's scream joined the man's, and they all ran out the room. The Doctor rushed down first, Lily right behind with Martha behind them and Shakespeare hurrying down last. They ran out the tavern and into the courtyard to see the strangest sight. The Master of the Revels, Lynley was staggering around, spewing up water… as though he was drowning on air.

The Doctor stopped, as did Lily and Martha, and Shakespeare came out behind them as Martha said: "It's that Lynley bloke." "What's wrong with him?" The Doctor asked, frowning. Lily also stared as Lynley spluttered up another spurt of water. Lily frowned- where was all that water coming from?

"Leave it to me. I'm a doctor." The Doctor said loudly as he moved forwards to help the man. Martha darted forwards with him, saying: "So am I, near enough." They each grabbed a side of the man while Lily watched anxiously, not much help in the medical department.

But she wondered if there was anything that could be done- the man was literally choking on water that seemed to be appearing from nowhere but his own lungs. The man choked up another spurt of water, and Lily began to feel anxious. "Doctor…" she said, and the Doctor tried to check the man's pulse but the man spluttered up another slew of water.

Suddenly the man froze as though he'd been stabbed. His eyes widened as his chest lurched forward, his head rolling up and causing him to choke as the water carried on spilling out of his mouth. And then he collapsed. The Doctor and Martha held him in alarm, laying him gently down on the ground.

The Doctor immediately stood up to look around while Martha placed an ear on the man's chest. She murmured: "Got to get the heart going." Lily crouched near Martha, but watched the Doctor as he looked around, trying to find the source of what had happened.

Martha called: "Mr. Lynley, come on. Can you hear me? You're going to be all right." She leaned down, pulling apart the man's mouth to get ready for CPR, but she pulled back as water spurted out of the man's mouth, draining out from his lungs.

"What the hell is that?" Martha exclaimed while Lily peered down with a frown. The Doctor had come back, and he was also examing the man as he murmured under his breath: "I've never seen a death like it. His lungs are full of water." "He was acting like he was drowning, spewing up that water. But you don't just suddenly stop like he did, it looked like he'd had a heart attack or been stabbed." Lily pointed out to him just as quietly.

The Doctor mused quietly as he tried to figure it out: "He drowned and then, I don't know, like a blow to the heart, an invisible blow." He stood up and addressed the tavern owner in a louder voice: "Good mistress, this poor fellow has died from a sudden imbalance of the humors. A natural if unfortunate demise. Call a constable and have him taken away."

The tavern owner answered immediately: "Yes, sir." One of the maids who'd come up piped up: "I'll do it, ma'am." The tavern owner and Shakespeare watched, murmuring concernedly but there was less fear in the air. The Doctor returned to examine the body and Martha asked the Doctor with a frown: " And why are you telling them that?"

The Doctor explained in a low voice: "This lot still have got one foot in the Dark Ages. If I tell them the truth, they'll panic and think it was witchcraft." Lily chimed in quietly: "And they'd most likely start hunting for witches, burning innocent people in others' stead." Martha took a deep breath, saying: "Okay, so bad idea. Then what was it that killed Lynley?" She asked confused.

The Doctor raised his head to look at her directly as he said darkly: "Witchcraft."


	48. 17-2 Witchcraft

They all walked slowly back to Shakespeare's room, the man himself dumbfounded by what had happened while the other three were contemplative on how to address their latest problem. Shakespeare sat down in a chair and the Doctor and Lily leaned against a cabinet across from him while Martha leaned on the wall nearby.

The tavern owner appeared, saying to the Doctor: "I got you a room, Sir Doctor. You, Miss Tyler and Miss Jones are just across the landing. I'm afraid we're somewhat full so it's only one room but we've prepared a second bed." The Doctor nodded, and as the woman disappeared again, Shakespeare mused: "Poor Lynley. So many strange events. Not least of all, this land of Freedonia where a woman can be a doctor?" He sounded confused, and a bit wary.

But Martha said confidently: "Where a woman can do what she likes." Shakespeare stared at her a moment, before turning to the Doctor saying: "And you, Sir Doctor. How can a man so young have eyes so old?" Lily blinked in surprise but the Doctor just answered flatly: "I do a lot of reading."

"A trite reply. Yeah, that's what I'd do." Shakespeare said thoughtfully, before turning to Lily. "And you? You're quiet but I can see it. Your eyes sparkle, not just with humor, but intelligence. A keen mind, you keep up with him," he nodded at the Doctor, "and he isn't a mystery to you, not any more than a regular man intent on hiding his feelings is to a woman at least." The Doctor's eye twitched at that and Shakespeare grinned a little to see it.

Lily just seemed surprised and somewhat confused as she glanced at the Doctor. Shakespeare's sharp mind moved back to Martha as he commented: "But you? You look at him like you're surprised he exists. He's as much of a puzzle to you as he is to me." Martha looked somewhat alarmed, and the three exchanged glances.

"I think we should say goodnight." Martha murmured and she left the room. Lily followed slower, waiting for the Doctor, who hadn't moved. "I must work. I have a play to complete." Shakespeare said as he glanced at his desk. He stood up as Lily hesitated at the doors while the Doctor hadn't moved.

"But I'll get my answers tomorrow, Doctor," Shakespeare added and the Doctor finally moved to join Lily at the door, "and I'll discover more about you and why this constant performance of yours." Shakespeare stood behind his desk, watching the strange pair at the door.

Lily had glanced at the Doctor, before fixing her bright eyes back on Shakespeare. He saw her will and her protectiveness over the Doctor, when the Doctor turned back to say to him: "All the world's a stage."

Lily's brow raised, while Shakespeare hummed in appreciation. "Hmm. I might use that. Goodnight, Doctor, Miss Tyler." He said as he looked at them. "Goodnight." Lily answered quietly while the Doctor murmured: "Nighty night, Shakespeare."

The pair walked across to the room they'd been offered to find Martha peering around, holding a candle. She grinned sheepishly at them as she said: "It's not exactly five star, is it?" Lily looked around the small room with one double bed and a small hammock-like bed placed in the corner.

"Oh, it'll do. I've seen worse." The Doctor answered lightly, closing the door as he walked in. Martha pointed out: "I haven't even got a toothbrush." Lily smiled at that, while the Doctor began to pat himself. "Oh. Er." He rummaged in a pocket and pulled one out. He held it out to Martha as he said: "Contains Venusian spearmint."

He turned to Lily. "Do you want one?" He asked and she smiled, shaking her head. "Maybe later- I'm not sure I want to go wash up with the messy pigs out there." She jerked her head to the door and the Doctor grinned while Martha grimaced. "Oh, yeah, good point. Maybe later." Martha agreed.

Martha then glanced around the room awkwardly before finally saying: "So, who's going where? I mean, there's only one proper bed and one single hammocky thing." Lily's lip twitched at that. "We'll think of something." The Doctor mused. Lily shook her head. "Shouldn't you offer to sleep in the single thing?" She asked and he shrugged. "Nope, don't want to sleep in that thing, it is not comfortable for someone in a suit."

"As opposed to jeans." Lily pointed out and he shrugged. "You two sort it out." He answered, and both girls looked in disbelief as he strolled to the bed and hopped onto one side, sitting back on the pillows. Lily sighed, shaking her head at his rude behavior. Of course, what she didn't know was his rude behavior in this one instance was done to in the hopes of having the chance of his own personal wish coming true.

Lily turned to Martha. "I can share with him if you want. You've only just met, it's got to be weird for you to sleep with a basic stranger. The hammock can't be too bad." She offered, and Martha frowned just a little. "You'd be okay?" She asked dubiously and Lily shrugged. "I know it doesn't hold meaning and I've known him longer, so it's fine." She told the darker-haired girl.

Martha hesitated, before nodding. "That sounds like the best plan." She agreed. Martha hopped into her hammock, and once she was lying down, she was gone from view in the folds. Lily turned to the bed and climbed onto the other side, next to the Doctor. He simply lay there, looking unaffected so she rolled her eyes and lay down beside him.

Martha suddenly sat up, turning to them. "So, magic and stuff. That's a surprise. It's all a little bit Harry Potter." She said brightly, trying to ignore how cozy it looked to be next to the Doctor. Lily smiled while the Doctor's eyes gleamed as he said: "Wait till you read book seven." He made a sound of appreciation. "Oh, I cried." He revealed and Lily smiled. "Something to look forward to." She said lightly and he grinned down at her.

"But is it real, though? I mean, witches, black magic and all that, it's real?" Martha asked excitedly, and the Doctor scoffed: "Course it isn't!" Lily nudged him pointedly while Martha said, somewhat offended: "Well, how am I supposed to know? I've only just started believing in time travel. Give me a break."

The Doctor glanced at Lily, wrinkling his nose, before he turned to look up as he mused: "Looks like witchcraft, but it isn't. Can't be." He paused as he thought and Lily leaned up on her elbows to look at him, her face also pensive. Martha felt a strange tug on her heart as she watched the pair, but she chose to ignore it.

"There's such a thing as psychic energy, but a human couldn't channel it like that. Not without a generator the size of Taunton and I think we'd have spotted that. No," he turned over so he was facing inwards, and Lily blinked at the sudden proximity. Martha frowned again, but the Doctor didn't even seem to notice.

"There's something I'm missing, Lily. Something really close, staring me right in the face and I can't see it." He suddenly focused on Lily. She wasn't feeling very comfortable with the proximity, but it seemed he had only just realized it. He blinked, suddenly losing focus of the problem.

He quickly turned to face the ceiling, and without knowing what to say he called out to Martha: "Rose would've… Still. Martha, I'll take you back home tomorrow." Martha felt incredibly hurt by that, but the Doctor was oblivious. Lily, while not knowing how it'd hurt Martha deeper due to personal emotions, did know how rude it was. "Great." Martha bit out, and Lily sighed.

She sent a pointed look at the Doctor but he seemed deep in thought again as he stared at the ceiling. Not knowing what else to do, Lily simply turned and blew out the candle Martha had left on the bedside table. They each lay there in thought. Lily was thinking about what the Doctor had said about witchcraft. She didn't have even the slightest belief that the Doctor might return her feelings, and so didn't question his sometimes odd behavior.

Martha lay contemplating, trying to sort out her own feelings and make sense of what she was seeing between the Doctor and Lily. The Doctor lay there thinking of Rose, Martha and above all else, Lily.

* * *

The girls were soon fast asleep, but the Doctor just lay there on his back, staring at the ceiling. He was fighting the urge to look at Lily as she curled inwards on the bed, her breathing deep as she slept. They were awoken when a scream suddenly rang from across the landing. The Doctor leapt out immediately, the girls remaining slightly dazed before grasping what was happening.

The Doctor ran to Shakespeare's room, thudding into the doorway as he stopped and waking the sleeping man at his desk. "What?" Shakespeare murmured as he squinted sleepily at the Doctor and the girls who'd just arrived. The Doctor and Lily bent down to check on the tavern owner who lay on the floor by the door, while Martha rushed to the window.

They all heard a whooshing sound, like air being blown, and Shakespeare murmured groggily: "What was that?" Martha stood at the window, unable to answer as she stared a witch flying off on a broomstick towards the moon, cackling. "Her heart gave out. She died of fright." The Doctor murmured, and Lily glanced at Martha. "Martha?" She called and Martha broke out of her terrified trance.

"Doctor? Lily?" She called and the Doctor immediately dashed over to look. Lily came over as well but there was nothing there. The Doctor asked Martha quietly: "What did you see?" "A witch." Martha replied, and the Doctor and Lily stared at her for a moment before going to back to staring out the window.

* * *

The Doctor sat still, as he had been for the last hour or so (which was highly unusual for him) with his heads held tightly in his hands as he thought deeply. Lily sat beside him while Martha sat in her original seat at Shakespeare's table. Shakespeare stood at the window, looking out at the rising sun.

"Oh, sweet Dolly Bailey." He murmured before turning back to the trio across the table from him. "She sat out three bouts of the plague in this place when we all ran like rats. But what could have scared her so? She had such enormous spirit." He sat down in his chair, his brow furrowed slightly with thought.

Martha just smiled gently at him while Lily stayed silent, pondering. "Rage, rage against the dying of the light." The Doctor said, finally removing his hands from his face as he quoted Dylan Thomas. "I might use that." Shakespeare commented, pointing at the Doctor in appreciation.

Lily looked up alarmed, but the Doctor just said flatly as he stayed deep in thought: "You can't. It's someone else's." Shakespeare folded his finger, thinking, when Martha pondered aloud: "But the thing is, Lynley drowned on dry land, Dolly died of fright, and they were both connected to you." She looked at Shakespeare, who looked offended.

"You're accusing me?" He asked, and Martha replied: "No, but I saw a witch, big as you like, flying, cackling away, and you've written about witches." Lily quickly turned to Martha, shaking her hear slightly in alarm while Shakespeare frowned as he asked: "I have? When was that?" Martha's face turned into a look like 'oops' and the Doctor quickly murmured as he looked at Martha: "Not, not quite yet."

The Doctor's face was very serious, when Shakespeare suddenly pitched in: "Peter Streete spoke of witches." "Who's Peter Streete?" Martha asked and Shakespeare explained: "Our builder. He sketched the plans to the Globe." "The architect." The Doctor murmured in understanding. At that something clicked in Lily's head.

"Hold on." She said suddenly, and they all looked at her as she turned to the Doctor. "Fourteen columns. Why would he build the theatre like that?" She asked and his eyes widened as pieces of the puzzle came together in his head. "The architect!" He yelled in triumph, and while everyone looked confused, he kissed Lily's forehead.

"The architect! The Globe! Come on!" He yelled as he ran from the room, Lily right behind him. Martha and Shakespeare exchanged bewildered glances before they raced to catch up with Lily and the excited Doctor.

* * *

The Doctor stood in the pit at the Globe Theatre, looking around at the columns. "The columns there, right? Fourteen sides. I've always wondered, but I never asked. Tell me, Will." He turned to the stage where Martha and Will stood while Lily sat on the edge, dangling her legs down. "Why fourteen sides?" He asked the man, and Shakespeare shrugged.

"It was the shape Peter Streete thought best, that's all. Said it carried the sound well." Shakespeare replied while the Doctor muttered: "Fourteen. Why does that ring a bell? Fourteen." Martha chimed in: "There's fourteen lines in a sonnet." Lily glanced back appreciatively as the Doctor nodded.

"So there is. Good point." The Doctor said, and Lily added: "Words are powerful, you said so yourself before." He nodded again as he muttered: "Words and shapes following the same design. Fourteen lines, fourteen sides, fourteen facets. Oh, my head." He gripped his head as he continued to speak quickly, beginning to hit himself on the head: "Tetradecagon. Think, think, think! Words, letters, numbers, lines!"

Lily hopped down to take his hand away gently as Shakespeare said exasperated: "This is just a theatre." The Doctor whirled to face him, taking Lily's hand as he approached the pair on the stage, saying: "Oh yeah, but a theatre's magic, isn't it? You should know. Stand on this stage, say the right words with the right emphasis a the right time. Oh, you can make men weep, or cry with joy. Change them."

He paused as he began to think through what he was saying. "You can change people's minds just with words in this place. But if you exaggerate that." He murmured slowly, letting Lily's hand go as he turned back to look around the place.

Martha piped up: "It's like your police box. Small wooden box with all that power inside." Lily laughed as she nodded up at the girl and the Doctor said in appreciation: "Oh. Oh, Martha Jones, I like you." Lily grinned and winked at Martha who smiled while the Doctor continued: "Tell you what, though. Peter Streete would know. Can I talk to him?" He asked Shakespeare.

They all turned to the man expectantly but he replied, shaking his head: "You won't get an answer. A month after finishing this place," he indicated the theatre with his hand, "lost his mind." Lily frowned and Martha asked: "Why? What happened?"

Shakespeare answered slowly: "Started raving about witches, hearing voices, babbling. His mind was addled." He explained and the Doctor asked with a deep frown as he put this new piece of the puzzle together: "Where is he now?"

"Bedlam." Shakespeare answered and Lily winced. "What's Bedlam?" Martha asked, and Shakespeare explained: "Bethlem Hospital. The madhouse." "We're going to go there. Right now. Come on." The Doctor ordered, reaching up and taking Lily's hand to pull her out the theatre while nodding at Martha.

"Wait!" Shakespeare called as Martha clambered down the stage stairs and the Doctor and Lily walked out. "I'm coming with you. I want to witness this at first hand." The Doctor didn't pause as two men entered, simply pulling Lily closer and slipping past them.

Shakespeare addressed the men quickly as Martha walked after the pair ahead: "Ralph, the last scene as promised." He handed the script to the man as he ordered: "Copy it, hand it round, learn it, speak it. Back before curtain up. And remember, kid, project. Eyes and teeth. You never know, the Queen might turn up."

He turned around to follow Martha, and muttered so no-one could hear him: "As if. She never does."

* * *

The Doctor led the way, still holding Lily's hand and she followed him without question. Martha frowned at their linked hands, but was broken from her thoughts as Shakespeare commented: "So, tell me of Freedonia, where women can be doctors, writers, actors."

Martha smiled as she replied lightly: "This country's ruled by a woman." Shakespeare acknowledged that with a nod but he pointed out: "Ah, she's royal. That's God's business. Though you are a royal beauty." Martha laughed as she scoffed at him: "Whoa, Nelly." She stopped walking to look at him directly as she said: "I know for a fact you've got a wife in the country."

Lily giggled, pulling the Doctor to a stop. He glanced at her and she nodded behind them as Shakespeare said flirtatiously: "But Martha, this is Town." Lily burst out laughing while the Doctor walked back to the other two as he said exasperated: "Come on. We can all have a good flirt later."

Shakespeare turned to the Doctor and he asked flirtatiously: "Is that a promise, Doctor?" Lily's eyes widened before she collapsed against the Doctor in hysterics while the Doctor stared dumbfounded at Shakespeare. "Oh, fifty seven academics just punched the air." The Doctor sighed, before he ordered all of them: "Now move!"

Martha smiled in amusement while Shakespeare returned the look as the Doctor took Lily's hand and led the girl still shaking with laughter off down the street. Martha followed them, and Shakespeare brought up the rear.

"He's a hot catch, you should be honored, Doctor." Lily managed to say between giggles and he just rolled his eyes at her in exasperation. "I don't swing that way." He muttered and Lily laughed at him. "Aw, what is he too human for you?" She teased and the Doctor glanced at her.

"No, I don't mind that he's human." He said suddenly serious. Lily blinked at him, but the Doctor immediately returned to being his cocky self as he called over his shoulder at the two behind them: "Come on, we haven't got all day." Lily shrugged it off, but she couldn't deny that her heart was now beating just a little bit faster.

* * *

They were lead inside and through the hospital by the keeper. Lily flinched and the Doctor pulled her gently in close to his side as the patients screamed and reached through the bars of their cells towards them with pitiful wails and terrifying shrieks. Martha followed behind, horrified, while Shakespeare walked at the back, resigned.

The keeper spoke as he led them in: "Does my Lord Doctor wish some entertainment while he waits? I'd whip these madmen. They'll put on a good show for you. Mad dog in Bedlam." Lily's hand clutched the Doctor's jacket in alarm while Martha looked incredulous. "No, I don't!" The Doctor said sharply.

The keeper stopped before a cell, and said: "Well, wait here, my lords, while I… make him decent for the ladies." He walked off while the Doctor looked disgusted, and Lily and Martha looked around at the patients pityingly. The place looked more like a jail than a hospital… or a torture chamber.

"So this is what you call a hospital, yeah?" Martha asked, before turning to Shakespeare in disbelief. The Doctor turned to look at Martha, patting Lily's head soothingly as the girl stayed close to him, clutching his jacket as she stared with pitying tears shining in her eyes. "Where the patients are whipped to entertain the gentry? And you put your friend in here?" Martha accused, her eyes also tear-filled with the horror of the place.

"Oh, it's all so different in Freedonia." Shakespeare said sarcastically and Martha snapped: "But you're clever. Do you honestly think this place is any good?" She asked as she looked around before staring back at the man. Shakespeare answered grimly: "I've been mad. I've lost my mind. Fear of this place set me right again. It serves its purpose." Lily's eyes turned to him pityingly.

"Mad in what way?" Martha asked scornfully, unaware of Shakespeare's history. "You lost your son." The Doctor said, and Martha looked at him startled, before looking at Shakespeare guiltily. Shakespeare paused, staring at the Doctor before he confirmed: "My only boy. The Black Death took him. I wasn't even there." Shakespeare turned away, looking darkly at a cell nearby.

"I didn't know. I'm sorry." Martha said softly, and Lily leant into the Doctor. He continued to pat her head as she lay her head in the crook of his shoulder while Shakespeare murmured: "It made me question everything. The futility of this fleeting existence. To be or not to be." He paused and Lily smiled a little. "Oh, that's quite good." Shakespeare commented as he thought about it.

The Doctor also grinned lightly as he said: "You should write that down." Shakespeare pulled a bit of a face as he thought. "Maybe not. A bit pretentious?" He asked them, and the Doctor pulled a 'meh' face, but before they could answer further the keeper called out: "This way, my lord!"

They walked in slowly, the keeper unlocking the cell for them as the Doctor stepped forward, Lily by his side as he held her by her waist. Lily stared at the hunched figure, trembling in his ragged clothing as he crouched over. The man's back was to them as they all crowded into the cell, and Lily let go of the Doctor's jacket as they began to focus on solving the problem before them.

The keeper warned: "They can be dangerous, my lord. Don't know their own strength." The Doctor replied sharply: "I think it helps if you don't whip them." He glared at the keeper as he snapped: "Now get out!" The keeper looked startled, and he left them as the Doctor turned to the man huddled in the corner of the cell.

The Doctor walked forward slowly, letting Lily go and indicating she stay behind him. "Peter?" The Doctor called softly as he approached carefully: "Peter Streete?" The Doctor leaned down, sitting on his heels before the madman. Shakespeare sighed, saying: "He's the same as he was. You'll get nothing out of him."

The Doctor slowly placed a hand on Streete's shoulder, whispering: "Peter?" At that, the man's head shot up, and he stared with crazed grey eyes, still shaking slightly as the Doctor tightened his grip on the man's shoulder reassuringly. Lily came up slowly behind the Doctor to peer at the man as well.

The Doctor slowly placed his fingers on Streete's temple in his mind meld technique. The Doctor closed his eyes, and the madman shook with terror as his eyes darted around, his lips trembling as he breathed shallowly. "Peter," the Doctor said softly, calming the man, "I'm the Doctor." The Doctor opened his eyes and said seriously: "Go into the past. One year ago. Let your mind go back. Back to when everything was fine and shining."

Peter stopped trembling, and Martha and Shakespeare watched in wonder while Lily stayed absolutely still so as not to startle Streete. The Doctor continued: "Everything that happened in this year since happened to somebody else. It was just a story. A Winter's Tale. Let go. That's it." Streete let out a gasp and the Doctor began to lay him down gently. "That's it, just let go."

He lay Streete down on his little cot, and the man was trembling again but his eyes were slightly calmer. Although they were still wide open, they'd lost the crazed look and were staring at the Doctor blankly. The Doctor ordered in his low serious voice: "Tell me the story, Peter. Tell me about the witches."

The man twitched, and then he began his story in almost a monotone. "Witches spoke to Peter." Streete began, speaking in a shaky voice as he bared his rotten teeth, his eyes staring ahead at nothing. "In the night, they whispered. They whispered." He began to scratch at his ear as though it was itching with the voices he had heard a year ago. Lily watched anxiously while the Doctor's face remained impassive as they stood against a wall opposite Streete.

"Got Peter to build the Globe to their design. Their design!" He spat, infuriated and the Doctor's brow furrowed slightly as Streete continued: "The fourteen walls. Always fourteen." Shakespeare raised his brows a little at that, and Martha glanced at the Doctor briefly. "When the work was done," he began to laugh a little manically before his face fell and he said forlornly: "they snapped poor Peter's wits."

The Doctor drew Lily back as she made to step forward a little, and he asked as he crouched down next to the man: "Where did Peter see the witches? Where in the city?" Streete began to gasp, as though he was hyperventilating, and Lily crouched down, slightly behind the Doctor. "Peter, tell me. You've got to tell me where were they?" The Doctor asked.

Streete appeared to be fighting with himself, as though he both wanted and didn't want to say the words. "Peter," Lily said softly and his eyes darted to her kind gaze. "Tell us." Lily whispered, and Peter gulped.

"All Hallows Street." Peter suddenly blurted out and suddenly a witch said: "Too many words." Lily yelped in surprise to see the witch had appeared out of nowhere behind the Doctor's shoulder, right next to her, and it was staring at Streete as the Doctor turned to see the hag. He pulled Lily quickly with him as he stood up and backed away to where Martha and Shakespeare stood.

"What the hell?" Martha exclaimed as they all stared in shock at the witch crouching before them. "Just one touch," the witch said as it stood up, swaying as though in a breeze, "of the heart." She declared as she lifted a finger.

Lily thought her heart had stopped and the Doctor shouted: "No!" But it was too late as the witch brought her finger down on Streete's chest, and the man screamed before his head lolled, dead.


	49. 17-3 Power of a name

The Doctor pulled Lily close to his back as he stared angrily at the witch who was moaning as though in both pain and pleasure. "Witch!" Shakespeare breathed in half awe and half shock. "I'm seeing a witch!" Lily cut in saying to the witch sharply: "You didn't have to kill him!"

The witch stood straight, fluttering her hands as she asked in a sing-song voice: "Now, who would be next, hmm?" Martha was looking freaked out and she took a step back. Shakespeare was standing a little before her, while the Doctor pulled Lily protectively behind him, away from the witch.

"Just one touch." The witch flicked a finger, miming the action, and she cooed: "Oh, oh, I'll stop your frantic hearts. Poor, fragile mortals." She spat out and Martha turned screaming: "Let us out!"

She gripped the bars while Lily gripped the Doctor's jacket as he held her to his back, leaving only her head to peer around the Doctor's shoulder cautiously at the witch. Martha screamed as she pulled desperately at the bars: "Let us out!"

"That's not going to work. The whole building's shouting that." The Doctor told her calmly, and Martha turned to face the witch in terror. "Who will die first, hmm?" The witch asked as she examined her wrinkly hands before glancing around at them.

"Well, if you're looking for volunteers." The Doctor said lightly as he stepped forward. Lily tugged his jacket sharply as Martha also shouted at him: "No! Don't!". "Over my dead body." She snapped at the Doctor who glanced back.

"Oh, that can be arranged." The witch cackled as she looked at Lily and the Doctor turned back to glare at the witch. "Doctor, can you stop her?" Shakespeare asked warningly under his breath, and the witch sneered: "No mortal has power over me."

The Doctor snapped at the witch: "Oh, but there's a power in words." The witch's face changed, looking somewhat fearful as the Doctor muttered: "If I can find the right one. If I can just know you."

"None on Earth has knowledge of us." The witch said angrily as she pointed a finger at the Doctor. Lily's grip on him tightened, knowing he what he would say and hoping he wouldn't be killed on the spot. "Then it's a good thing I'm here." The Doctor retorted softly, just like Lily predicted.

He avoided the witch's straying finger as he murmured: "Now think, think, think. Humanoid female, uses shapes and words to channel energy. Ah!" He exulted happily pointing a finger at the witch. "Fourteen!" The witch flinched away from him and the Doctor cried excitedly: "That's it! Fourteen! The fourteen stars of the Rexel planetary configuration!"

The witch gasped in fear as the Doctor shouted at her: "Creature, I name you Carrionite!" He spat, and Lily gasped as the witch screamed, glowing in a bright orange light, before she disappeared. The Doctor breathed deeply, and Lily clutched a hand across him, wrapping her arm around him tightly to feel his twin hearts beating under her hand as she clutched his shirt.

"What did you do?" Martha gasped as she stepped closer, looking at the Doctor while Shakespeare sagged in relief. "I named her." The Doctor answered darkly as he reached down to clutch Lily's hand. "The power of a name. That's old magic."

Lily breathed deeply to calm her nerves. "Names can be so powerful, they are sometimes hidden, like that creature tried to hide hers." Lily explained to Martha when she saw the other girl's bewildered expression.

"But there's no such thing as magic." Martha protested and the Doctor explained: "Well, it's just a different sort of science. You lot," he nodded at her, "you chose mathematics. Given the right string of numbers, the right equation, you can split the atom. Carrionites use words instead."

Lily finally felt calmer and she let go of the Doctor's chest. He let her, but wrapped his hand around hers, pulling her next to him again. Martha was too absorbed in what had just happened to notice, but Shakespeare did. He raised his brows but instead chose to ask the Doctor: "Use them for what?"

The Doctor breathed: "The end of the world."

* * *

They were back at Shakespeare's room, the man getting ready for the show that night while the Doctor paced the room, saying urgently: "The Carrionites disappeared way back at the dawn of the universe. Nobody was sure if they were real or legend."

He murmured the end and Shakespeare finished washing his face, turning to the Doctor as he said: "Well, I'm going for real." The girls were leaning against a dresser, and Martha asked confusedly: "But what do they want?"

The Doctor continued pacing as he answered: "A new empire on Earth." He finally stopped, leaning back on the table as he said darkly: "A world of bones and blood and witchcraft." "But how?" Martha demanded, and Lily looked at Shakespeare.

The Doctor saw her look and nodded. "Lily's looking at him right now, the man with the words." The Doctor looked at Shakespeare as well as the man finished drying his face, and Martha looked at Shakespeare in surprise. He blinked at them.

"Me?" He asked. "But I've done nothing." Martha frowned as she said: "Hold on, though. What were you doing last night, when that Carrionite was in the room?"

The Doctor was deep in thought again when Shakespeare answered: "Finishing the play." Lily's eyes widened and the Doctor's head snapped up. "What happens on the last page?" The Doctor asked intently, and Shakespeare shrugged.

"The boys get the girls. They have a bit of a dance. It's all as funny and thought provoking as usual." He told them, but then he paused. "Except those last few lines." He looked up at the Doctor as he murmured in surprise and some trepidation: "Funny thing is, I don't actually remember writing them."

"That's it." The Doctor whispered and Lily glanced at him, her mind racing. The Doctor approached Shakespeare slowly as he worked it out. "They used you. They gave you the final words like a spell, like a code. Love's Labours Won. It's a weapon." The Doctor realized.

He said quickly as he thought aloud: "The right combination of words, spoken at the right place, with the shape of the Globe as an energy converter! The play's the thing!" He shouted, and began to turn to go. Lily rolled her eyes at his Hamlet quote, and snorted when the Doctor turned back to Shakespeare to say: "And yes, you can have that."

Shakespeare looked amused as the Doctor rushed out of the room. He and Martha moved but Lily shook her head. "Wait for him." She told them, and they paused questioningly. The Doctor ran back in a few seconds later, carrying a map. He threw it over the desk, pulled out his glasses and began to pore over it.

 **"** All Hallows Street." He said suddenly as he pointed. The others all looked over his shoulder as he spoke: "There it is. Lily, Martha, we'll track them down. Will," he looked up at Shakespeare, "you get to the Globe. Whatever you do, stop that play."

"I'll do it." The man answered as he reached out a hand to shake the Doctor's "All these years I've been the cleverest man around." He told them as the Doctor shook his hand. "Next to you, I know nothing." Shakespeare declared as he looked at the Doctor.

The Doctor looked a little guilty and Lily laughed while Martha teased: "Oh, don't complain." The Doctor removed his glasses as they let go of each other's hands, and Shakespeare replied laughingly to Martha: "I'm not. It's marvelous."

He nodded at the Doctor, saying more seriously: "Good luck, Doctor." The Doctor answered as he pulled Lily to run out the door: "Good luck, Shakespeare. Once more unto the breach."

Lily rolled her eyes as the Doctor quoted 'Henry V'. Martha followed them as Shakespeare called after them: "I like that."

He paused as he realized. "Wait a minute, that's one of mine." Lily's laughter rang through the tavern while the Doctor popped his head back into the room to say to Shakespeare: "Oh, just shift!"

* * *

 **"** All Hallows Street, but which house?" The Doctor wondered as they arrived at the street. He and Lily began to peer about when Martha piped up, confused: "The thing is, though am I missing something here? The world didn't end in 1599. It just didn't. Look at me. I'm living proof." Lily glanced at her, and began to walk back towards the other girl as the Doctor sighed.

"Oh, how to explain the mechanics of the infinite temporal flux?" He muttered before he turned to Martha. "I know." He said excitedly and pointed a finger at her. "Back to the Future. It's like Back to the Future."

Martha looked surprised. "The film?" She asked, and Lily smiled while the Doctor dropped his hand and said sarcastically: "No, the novelisation. Yes, the film."

Lily shook her head at him while Martha grinned, just accepting it. The Doctor continued to explain: "Marty McFly goes back and changes history." "And he starts fading away." Martha continued for him. Lily waited for the proverbial penny to drop.

"Oh my God, am I going to fade?" Martha asked as she understood, and Lily nodded. "All of us in the future." She told Martha, and the Doctor explained: "You and the entire future of the human race. It ends right now in 1599 if we don't stop it." He looked back up and around as Martha nodded in understanding.

"But which house?" He murmured, and they all turned to look around when the door of a house right in front of them creaked open. It swung wide, almost as though it was inviting them in. Lily raised and eyebrow and the Doctor said: "Ah." They all peered at it, and the Doctor turned to the girls. "Make that witch house." He joked before he led them inside.

They walked through, up the stairs and saw a curtained doorway. The Doctor pushed the curtain away, peering inside before he stepped through. Lily followed him, Martha beside her as they stepped into a creepy room. It spoke of witchcraft and magic, with strange bits of plants and cloth hanging from lines across one side of the room, and from the roofs. Cobwebs hung in every crevice and candles flickered spookily all around the room.

They approached the pretty woman standing by the far window, and Lily realized with a start that it was the maid from the tavern from last night. "I take it we're expected." The Doctor began as they stopped across from the woman.

The witch replied as she gave the Doctor a once-over: "Oh, I think Death has been waiting for you a very long time."

Martha said confidently as she raised a hand, stepping forward: "Right then, it's my turn. I know how to do this."

Lily and the Doctor frowned, not knowing what she was doing. "I name thee Carrionite!" Martha shouted as she pointed confidently, and Lily looked at her in alarm. The woman pretended to gasp before she began to laugh.

"What did I do wrong?" Martha asked puzzled as she turned to the Doctor who was frowning in apprehension and Lily who was glaring at the witch. "Was it the finger?" Martha asked, and the witch replied as she moved forward: "The power of a name works only once. Observe."

The witch lifted a finger and Lily stepped forward in concern, but the Doctor drew her back. "I gaze upon this bag of bones and now I name thee Martha Jones." Martha's eyes rolled back, and she fell backwards. The Doctor caught her, and lay her down on the ground, shouting worriedly: "What have you done?"

Lily bent over Martha quickly, asking urgently: "Is she alright? Martha?" She called, and the witch murmured: "Only sleeping, alas. It's curious." The Doctor sat up to look at the witch as she looked down at Martha. "The name has less impact. She's somehow out of her time."

Lily tensed as the witch paused in thought, before suddenly taking a step forward to point at the Doctor: "And as for you, Sir Doctor." She paused as she stared at the man. The Doctor glared at the witch menacingly, meeting her gaze while Lily reached over to grip his arm tightly. But the witch paused.

"Fascinating." The witch murmured. "There is no name."

Doctor P.O.V.

The witch looked confused and wondered aloud: "Why would a man hide his title in such despair?" She looked him over and then she began to grin in triumph. "Oh, but look. There's still one word that makes your heart ache." She said in a teasing tone and the Doctor told her darkly: "The naming won't work on me."

"But your heart grows cold." The witch said in mock-sad tone as she stood. "A lovely flower does bloom beside he, whose heart is as heavy as he waits for fair Lily." The witch looked past the Doctor's shoulder, and the Doctor's heart stopped.

He turned to quickly catch the girl as she collapsed, laying her down gently as well. The witch laughed darkly and the Doctor stood up in anger. "Oh, big mistake." He told her furiously. "Because that name keeps me fighting."

He walked right up to the witch, and she looked up at him as he demanded: "The Carrionites vanished. Where did you go?" The witch narrowed her eyes and turned, walking back to the window as she snapped: "The Eternals found the right word to banish us into deep darkness."

She turned back to face the Doctor, who asked darkly: "And how did you escape?" "New words." The witch answered with a malicious smile. "New and glittering, from a mind like no other."

The Doctor's brows raised as he realized. "Shakespeare." The Doctor breathed. The witch smiled as she said: "His son perished. The grief of a genius. Grief without measure." She grinned as she finished: "Madness enough to allow us entrance."

The Doctor narrowed his eyes at her as he asked: "How many of you?" "Just the three." The witch answered. She paced before the window saying to the Doctor: "But the play tonight shall restore the rest. Then the human race will be purged as pestilence."

The Doctor's face was impassive but his brows raised as she stopped walking and finished: "And from this world we will lead the universe back into the old ways of blood and magic." "Hmm." The Doctor pretended to think about it, as he walked towards the witch.

"Busy schedule. But first," he stopped before her, "you've got to get past me." His face was close to hers and she looked down at him from her higher perch. She grinned lightly.

"Oh, that should be a pleasure," she purred, "considering my enemy has such a," she let her fingers play at his hairline, "handsome shape." She whispered, leaning right in to the Doctor, her mouth playing right above his.

The Doctor murmured softly with his eyebrows raised, but otherwise unmoving: "Now." the witch was letting her mouth hover a little over his face, moving it along his cheek as she breathed lightly. But he remained impassive as he said lowly: "That's one form of magic that's definitely not going to work on me."

"Oh, I know." Her lips caressed his cheek as she whispered: "She's a little beauty, isn't she? The one whose stolen your heart."

The Doctor stiffened, and the witch abruptly pulled some hairs from his head. He winced a little and reached his hand to the spot while the witch backed away quickly, waving the hair in her hand. "What was that for? What did you do?" The Doctor asked puzzled, and the witch said softly: "Souvenir."

She waved the hair before her face and the Doctor frowned as he demanded: "Well, give it back." The witch flew back, and the Doctor moved forwards, but it was too late to catch her. She flew out, pushing the windows open and hovered before the Doctor was he leaned out the window.

"Well, that's just cheating." The Doctor said, cocking his head a little and the witch smiled as she said: "Behold, Doctor. Men to Carrionites are nothing but puppets."

She pulled out a wooden doll, and began to wrap the Doctor's hair around it. Martha began to stir as the Doctor's face took on a look of realization.

"Oh, Lily said it earlier. Puppets." He groaned as Martha lifted her head. The Doctor addressed the witch: "Now, you might call that magic. I'd call that a DNA replication module."

The witch just gave him a look. "What use is your science now?" She asked him. She took the doll, and then stabbed it just as Lily began to also stir. The Doctor screamed in pain, and fell away from the window. The witch laughed, flying away, and Martha stumbled up to reach the Doctor.

Lily P.O.V.

Lily's eyes shot open as she heard Martha cry: "Oh my God, Doctor." She could hear the other girl stumbling off, and Lily tried to pick herself up. "Don't worry, I've got you." She heard Martha say as she stood, but Lily gasped as the whole world span dizzily.

She shook her head, trying to focus and saw Martha bending over the Doctor, listening for a heartbeat. Martha suddenly sat back on her heels as she said: "Hold on, mister." She hit him lightly as she chided: "Two hearts?"

Lily stumbled over as the Doctor opened his eyes and said with amusement: "You're making a habit of this." Martha chuckled but Lily moved closer, knowing only one heart working wasn't going to be good. Sure enough, the Doctor screamed in pain as he stood up. "Ah!"

He collapsed to his knees, Martha catching him in worry while Lily leaned down to help steady him. "I've only got one heart working." He gasped through the pain. "How do you people cope?" He asked when he spotted Lily's hand on his arm.

"Lily!" He cried, trying to stand only to fall, catching the brunette's outstretched arm to steady himself.

"You're alright." He bit out through the pain and Lily rolled her eyes. "Yes, but you aren't how do we get your other heart to start?" She demanded as he winced, clutching the girls.

"Hit me!" He ordered as he straightened his back and opened up his chest. Lily caught him as he reeled a little in pain, alarmed. "Hit me on the chest!" He ordered and Martha whammed her fist onto the left side of his chest in a panic.

"Dah!" He screamed in pain. Lily winced as he bit out to Martha: "Other side." Lily took that one, whacking her fist onto his chest. He made complaining grunts before he knelt forward, ordering: "Now, on the back, on the back."

Lily hit him, and he winced. "Left a bit." Martha whacked his back, and he yelled: "Dah," he straightened his back with a smile, "lovely."

He stood up, saying in relief: "There we go. Badda booma!" He looked at the two girls looking up at him anxiously and demanded: "Well, what are you standing there for? Come one! The Globe!" He yelled as he grabbed Lily's hand and ran for the door. Lily smiled over her shoulder at Martha who grinned back, and they all raced for the theatre.

* * *

"We're going the wrong way!" Lily and Martha shouted as they followed the Doctor through the streets, and he yelled back: "No, we're not!"

A few seconds later, he skidded to a halt, turned around and ran back the opposite way, the girls following behind. "We're going the wrong way!" He admitted and Martha rolled her eyes while Lily didn't know whether to groan or laugh.

They'd just reached the street near the Globe when a red glow formed around the theatre, red clouds swirling around the roof. They ran past the preacher from earlier who shouted after the Doctor: "I told thee so! I told thee!"

Lily rolled her eyes at the man. "Oh for God's sake." She muttered, while the Doctor ignored him completely, shouting to the girls: "Stage door!"

* * *

The clouds began to crackle with lightning, and Lily could hear people screaming from both the crowds and backstage. The Doctor raced through towards the stage, pushing past costumes and curtains. They stopped when they saw Shakespeare just waking up dazedly right behind the stage curtains.

 **"** Stop the play." The Doctor said sarcastically. "I think that was it. Yeah, I said, stop the play!" He yelled in frustration, and Lily rubbed his hand soothingly from where he hadn't let it go. Shakespeare murmured groggily: "I hit my head."

He was rubbing the spot on the back of his head where he must've been hit. The Doctor sighed, muttering: "Yeah, don't rub it, you'll go bald." He paused as he heard more screams and shrieks from the other side of the curtains.

"I think that's my cue!" He cried and dragged Lily with him as he ran. Martha rolled her eyes and reached out to grab Shakespeare, pulling the man up and dragging him with her as she followed the Doctor and Lily. They ran onto the stage, the wind blowing hard in their faces and making their hair fly around, to see the three witches up on a balcony in the audience seats, holding a glowing crystal ball.

They cackled: "They come. They come!" And Lily watched in horror to see large winged creatures flying out of the crystal. They flew about the theatre like bats as they swirled in the clouds. The Doctor let Lily's hand go as he turned, grabbing Shakespeare and pulling him center stage as he shouted: "Come on, Will! History needs you!"

"But what can I do?" Shakespeare protested, alarmed. "Reverse it!" The Doctor and Lily ordered him and he looked at them bewildered. "How am I supposed to do that?" He demanded.

"Because you're a genius." Lily answered and the Doctor explained: "The shape of the Globe gives words power, but you're the wordsmith, the one true genius. The only man clever enough to do it."

Shakespeare still looked more alarmed than anything as he cried: "But what words? I have none ready!" "You're William Shakespeare!" The Doctor yelled at him. Shakespeare continued to protest: "But these Carrionite phrases, the need such precision."

The Doctor turned and placed his hands on the other man's shoulders, looking him the eye as he said firmly: "Trust yourself. When you're locked away in your room, the words just come, don't they, like magic. Words of the right sound, the right shape, the right rhythm. Words that last forever." Shakespeare's scrunched face relaxed as he stared at the Doctor with wonder. "That's what you do, Will. You choose perfect words. Do it. Improvise."

Shakespeare swallowed, and turned and stepped to center stage. The Doctor fell back and took Lily's hand as Shakespeare began to shout: "Close up this din of hateful, dire decay, decomposition of your witches' plot. You thieve my brains, consider me your toy. My doting Doctor tells me I am not!"

Lily grinned at that, and heard one of the witches in the balcony scream in alarm: "No! Words of power!"

"Foul Carrionite spectres, cease your show! Between the points-" Shakespeare paused to look at the Doctor for help. "Seven six one three nine oh!" The Doctor yelled and Shakespeare repeated: "Seven six one three nine oh! Banished like a tinker's cuss, I say to thee-" He paused again as he looked to the group for help.

"Expelliarmus!" Martha screamed hurriedly. Lily stared at her, and the Doctor repeated: "Expelliarmus!" "Expelliarmus!" Shakespeare cried and the Carrionites began to scream as the swirling cloud began to dissipate. Lily laughed, particularly harder when the Doctor shouted: "Good old JK!"

The lead witch wailed: "The deep darkness! They are consumed!" And with a scream, the Carrionites were all sucked into the cloud. The script pages flew out from behind the stage, getting sucked in and disappearing with the Carrionites.

"Love's Labours Won." The Doctor mused. "There it goes." The sky cleared with a loud bang and a flash of light, and there was complete silence. Lily breathed in relief, squeezing the Doctor's hand, and he returned the gesture soothingly. Someone began to clap slowly, and soon everyone joined in, cheering as they did.

Everyone on stage blinked, confused, and Martha asked: "They think it was all special effects?" The Doctor slipped off the stage as Shakespeare turned to her. "Your effect is special indeed." Shakespeare flirted, and Martha laughed at him, saying: "It's not your best line."

He shrugged at that, and then the pair bowed to the audience as the actor's indicated them. The Doctor meanwhile had gone behind the stage, Lily with him, and picked up the box that had contained the script and the crystal ball. Lily peered at it, smiling to see the three witches from the balcony, trapped inside as they scratched to get out.

* * *

The next morning, Shakespeare and Martha were sitting on the edge of the stage. Shakespeare had Martha's hand in his as he said: "And I say, a heart for a hart and a dear for a deer." Martha was smiling confusedly, and she admitted: "I don't get it."

Shakespeare laughed and replied: "Then give me a joke from Freedonia." Martha paused, before she replied: "Okay, Shakespeare walks into a pub and the landlord says, Oi mate, you're Bard." Shakespeare smiled at her and said: "That's brilliant. Doesn't make sense, mind you, but never mind that. Now come here."

He put his arm around Martha's waist and pulled her towards him. Martha smiled lightly, but told him: "I've only just met you." Shakespeare told her simply: "The Doctor will never kiss you. Why not entertain a man who will?"

That made Martha pause, and she contemplated the man, before laughing and saying: "I don't know how to tell you this, oh great genius, but your breath doesn't half stink." The Doctor and Lily walked in from back stage, the Doctor wearing a small stiff ruff and carrying an animal skull.

"Good props store back there." The Doctor declared as he swaggered in, Lily giggling at his ridiculousness. "I'm not sure about this though." He tossed up the skull. "Reminds me of a Sycorax, don't you think?" He asked turning to Lily.

"Yeah, actually, and it's not helping that you're holding it with your right hand." She said, looking at the hand the Doctor had regrown the Christmas they met the Sycorax. "Sycorax." Shakespeare piped up, testing int. "Nice word. I'll have that off you as well." He told the Doctor.

The Doctor replied airily: "I should be on ten percent. How's your head?" He addressed Shakespeare who shrugged as he said: "Still aching." Lily smiled at him sympathetically, when the Doctor suddenly grinned.

"Here, I got you this." He declared as he took off the ruff and placed it around Shakespeare's neck. Lily burst out laughing- so that's where Shakespeare's painting would come from. The Doctor ignored her as he told Shakespeare: "Neck brace. Wear that for a few days till it's better, although you might want to keep it. It suits you."

Martha asked: "What about the play?" Lily smiled, as the Doctor replied: "Gone. We looked all over. Every single copy of Love's Labours Won went up in the sky."

Shakespeare mused: "My lost masterpiece." "You could write it up again." Martha encouraged. Lily shook her head alarmed and the Doctor said: "Yeah, better not, Will. There's still power in those words. Maybe it should best stay forgotten."

Shakespeare smiled as he declared: "Oh, but I've got new ideas. Perhaps it's time I wrote about fathers and sons, in memory of my boy, my precious Hamnet." Lily grinned while Martha stared.

"Hamnet?" Martha questioned, and Shakespeare nodded. "That's him."

Martha turned to Lily and the Doctor. "Hamnet?" She asked, and Shakespeare asked somewhat offended: "What's wrong with that?"

The Doctor cut in quickly: "Anyway, time we were off. I've got a nice attic in the Tardis where this lot," he produced the crystal ball, "can scream for all eternity, and I've got to take Martha back to Freedonia." Lily sighed.

"Not this again." She grumbled as Martha turned to protest, when Shakespeare said: "You mean travel on through time and space." The three froze, and turned to stare at the genius. The Doctor gasped: "You what?"

Shakespeare shrugged as he said: "You're from another world like the Carrionites, and Martha and Lily are from the future. It's not hard to work out." Lily stared at this amazing man while the Doctor gaped "That's incredible." He said in awe. "You are incredible."

Shakespeare just smiled. "We're alike in many ways, Doctor." He said, before turning to the girls. "Lily, farewell. Martha, let me say goodbye to you in a new verse. A sonnet for my Dark Lady."

Lily grinned while the Doctor wiggled his brows at Martha over Shakespeare's head. "Shall I compare thee to a summer's day? Thou art more lovely and more temperate." Suddenly Shakespeare's two actor friends came running in,

"Will!" The first cried, and the other said quickly: "Will, you'll never believe it. She's here! She's turned up!" The four frowned in confusion while the first actor added: "We're the talk of the town. She heard about last night. She wants us to perform it again."

"Who?" Martha and Lily asked, and the man replied: "Her Majesty. She's here." The doors opened with fanfare as the old Queen walked in, between two guards carrying pikes. Lily stared in wonder, and the Doctor smiled as he said enthusiastically: "Queen Elizabeth the First!"

The Queen paused as she stared at him. "Doctor?" She asked, and Lily blinked. She turned in surprise to the Doctor but he was looking shocked as well. "What?" He asked and the Queen bristled angrily.

"My sworn enemy." She spat, and the Doctor blinked. "What?" He asked, and the Queen ordered: "Off with his head!" "What?" The Doctor complained with a frown, and Martha cried: "Never mind what, just run!"

Lily yelled: "Bye Shakespeare!" The two girls grabbed the Doctor, sprinting out of the theatre. "See you, Will, and thanks." Martha called back as the Queen shouted: "Stop that pernicious Doctor." Shakespeare laughed after them as the guards chased the trio into the streets.

"What did you do?" Lily groaned as a guard yelled: "Stop in the name of the Queen!" "What have you done to upset her?" Martha cried and the Doctor yelled back: "How should I know? Haven't even met her yet. That's time travel for you." He explained.

"Still, can't wait to find out." He grinned and they reached the Tardis. Martha darted in and Lily followed while the Doctor looked back, saying: "That's something to look forward to. Ooo!" Lily tugged him inside, slamming the door just as an arrow thudded into it.


	50. 18-1 Gridlock

"So, we should take Martha back." The Doctor declared as the Tardis spun through space. Lily rolled her eyes while Martha pursed her lips.

"Come on, Doctor. Just admit you want her to stay." Lily whined, and the Doctor grinned. "Just one trip. That's what I said. One trip in the Tardis, and then home." He said firmly and Lily frowned, petulantly while Martha looked upset.

"Although," the Doctor said slowly, suppressing a grin as both girls' faces lit up, "I suppose we could stretch the definition. Take one trip into past, one trip into future. How do you fancy that?" Lily squealed happily, running to hug Martha who answered as she returned the hug tightly: "No complaints from me."

The Doctor paused, and then he grinned. "How about a different planet?" He asked, and Martha asked eagerly, stepping towards him: "Can we go to yours?" Lily's face fell, as did the Doctor's. He turned to the Tardis console, saying airily: "Ah, there's plenty of other places."

Martha didn't notice the tension, and she couldn't see Lily's face behind her. "Come on, though." She whined while Lily bit her lip. "I mean, planet of the Time Lords. That's got to be worth a look. What's it like?" Martha asked eagerly and the Doctor said shortly: "Well, it's beautiful, yeah."

Martha sighed in wonder as she asked: "Is it like, you know, outer space cities, all spires and stuff?" "I suppose it is." The Doctor said reluctantly, his hands gripping the Tardis console as he refused to make eye contact. "Great big temples and cathedrals!" Martha cried and the Doctor sighed.

"Yeah." He murmured, and Lily's heart sank. She willed Martha to stop. "Lots of planets in the sky?" Martha asked obliviously, and the Doctor finally looked up. He was about to say something when he saw Lily anxiously gazing at him. She knew what he'd lost, and she was worried about how the subject affected him.

He paused before he replied softly: "The sky's a burnt orange, with the Citadel enclosed in a mighty glass dome," Lily's eyes widened and she and the Doctor locked eyes, "shining under the twin suns. Beyond that, the mountains go on forever. Slopes of deep red grass, capped with snow."

Martha was just listening dreamily, and she asked with shining eyes: "Can we go there?"

The Doctor broke eye contact with Lily as he replied lightly: "Nah. Where's the fun for me? I don't want to go home." Martha frowned and opened her mouth when Lily stepped up, taking her hand. Martha glanced at her and Lily shook her head.

Martha frowned in confusion while the Doctor continued unaware as he played with the Tardis console: "Instead, this is much better. Year five billion and fifty-three, planet New Earth." Lily looked at him with raised brows, but he was grinning at Martha.

"Second hope of mankind. Fifty thousand light years from your old world, and we're slap bang in the middle of New New York." Lily's brows shot up further, while Martha just looked interested. Lily had a sinking feeling though that Martha wouldn't be happy if she found out the Doctor had brought Rose here before.

The Doctor went on obliviously: "Although, technically it's the fifteenth New York from the original, so it's New New New New New New New New New New New New New New York. One of the most dazzling cities ever built." The Doctor led them to the door, shoving Martha out first.

He walked out after her and Lily came up last behind the other two. She blinked as she found herself in an alleyway, in the rain. She frowned as she looked around- this didn't look anything like the dazzling city she had seen when she'd last been here. "Oh, that's nice." Martha was complaining as they got drenched. "Time Lord version of dazzling."

The Doctor shrugged, saying: "Nah, bit of rain never hurt anyone. Come on, let's get under cover!" He waved them down a street, the girls huddling in on themselves to keep warm in the freezing weather. Martha muttered as they stepped into the sheltered area: **"** Well, it looks like the same old Earth to me, on a Wednesday afternoon."

"Hold on, hold on. Let's have a look." The Doctor replied and Lily stopped next to him to see a monitor on the wall. The Doctor soniced it, and a woman came up. "And the driving should be clear and easy, with fifteen extra lanes open for the New New Jersey expressway." The newswoman said, before she disappeared to show a picture of a scenery Lily recognized.

"Oh, that's more like it." The Doctor exclaimed as the three of them watched cars fly through the beautiful skylines. "That's the view we had last time." He peered around the area, continuing: "This must be the lower levels, down in the base of the tower. Some sort of under-city."

"You've brought me to the slums?" Martha asked bluntly, and the Doctor replied airily: "Much more interesting. It's all cocktails and glitter up there." He pointed at the screen and Lily shook her head at the man, amused.

"This is the real city." He finished and Martha grinned at him. She mused: "You'd enjoy anything." "That's me." He grinned back, and then glanced out. "Ah, the rain's stopping. Better and better."

He grinned at them, and he stepped out, beginning to lead them away. Martha stepped after him, and Lily paused midstep in following at Martha's question. "When you say 'last time'," the Doctor turned to Martha so he was facing her as she asked him, "was that you and Rose?"

The Doctor blinked, thought about it and replied: "Er, yeah. Yeah, it was, yeah." Martha looked at him. "You're taking me to the same planets that you took her?" She asked, finishing with a bit of a frown.

"What's wrong with that?" The Doctor asked confused, and Lily stared at Martha from the side. She recognized the tone in Martha's voice- jealousy- and she sighed a little. Why was she never wrong on things like this? What was more, it made her distinctly uncomfortable.

She didn't know if it was because she was certain the Doctor only loved Rose and so pitied Martha for being in the same boat as herself, or if it was because she didn't want another girl loving the Doctor. Either way, it was going to put a strain on the relationship between the three, and she didn't like that.

"Nothing." Martha was muttering. "Just ever heard the word 'rebound'?" She mumbled under her breath and the Doctor answered, still lost: "What? Lily was there, too." He paused. "Actually, it was her first trip with me, now that I think about it."

Lily sighed while Martha just muttered. "Brilliant. So, we're just the same compared to your precious Rose." Lily winced as Martha pushed past the Doctor, who was now frowning. But before any of them could say anything more, a wooden cover opened before them, revealing a man sitting in his stall.

He looked at them, surprised as he said: "Oh! You should have said. How long you been there? Happy. You want Happy." He bent down, reaching for something under the counter. Lily frowned. _Happy?_

"Customers." A woman cried, and they turned to see another wooden cover had opened, revealing a dark-skinned woman in a similar getup as the man.

"Customers! We've got customers!" She called, and another woman opened her stall, saying excitedly: "We're in business. Mother, open up the Mellow, and the Read." Lily stared at them all, bewildered. "Happy, Happy, lovely happy Happy!" The man called as he shook little packets at them.

The dark-skinned woman shook another packet at them, calling: "Anger. Buy some Anger!" The other woman interrupted: "Get some Mellow. Makes you feel all bendy and soft all day long." The man interjected: "Don't go to them. They'll rip you off. Do you want some happy?"

"No, thanks." The Doctor said flatly, frowning a little. "Are they selling drugs?" Martha asked, incredulously, and Lily shook her head. "They're… selling moods." She murmured. She was confused as to how, but she was certain she was right.

The Doctor nodded at her, and Martha scoffed, saying: "Same thing, isn't it?" Lily shook her head again as more people started to enter the area. Lily watched the new people with a frown, seeing how listless and tired they looked, dressed in dirty and ragged clothing.

"Oi! Oi, you! Over here! Over here! Buy some Happy!" The man shouted at a young woman excitedly, but the young woman went over to the woman, who said gently: "Come over here, yeah. And what can I get you, my love?"

The younger woman stood before her and said firmly: "I want to buy Forget." The woman said cheerily: "I've got Forget, my darling. What strength? How much do you want forgetting?" "It's my mother and father." The younger woman replied. "They went on the motorway."

The Doctor and Lily watched the exchange with deep frowns, while the older woman cooed: "Oh, that's a swine. Try this." She handed to younger man what looked like a circular sticker. "Forget Forty three. That's two credits."

The woman reached up and paid the seller, when the Doctor interjected: "Sorry, but hold on a minute." He reached out a hand to stop the younger woman. She turned to him in surprise and he asked: "What happened to your parents?"

The woman answered sadly: "They drove off." Lily frowned- this young woman was still older than she was. Why was she acting like an abandoned child, just because her parents drove away somewhere?

"Yeah, but… they might drive back." The Doctor pointed out gently, and the woman said as though explaining the obvious: "Everyone goes to the motorway in the end. I've lost them." She said sadly, looking at her hands.

"But they can't have gone far." The Doctor said, and the woman just sighed. "You could find them." The Doctor tried again, but the woman began to stick the Forget 43 on her neck "No. No, no, don't!" The Doctor cried, horrified, and Lily stared at the woman.

Immediately, her face had smoothed out, and she asked in a much lighter tone: "I'm sorry, what were you saying?" The Doctor replied in a lower tone: "Your parents." The woman looked confused and Lily bit her lip.

"Your mother and father. They're on the motorway." The Doctor tried to stimulate her brain, but the woman simply replied lightly: "Are they? That's nice." She said with a smile. Martha gasped, disbelieving, and Lily and the Doctor's shoulders slumped ever so slightly.

"I'm sorry, I won't keep you." The woman said calmly, leaving them. They watched her go, the Doctor and Lily grieved, and Martha repulsed. "So that's the human race," Martha said in disgust, "five billion years in the future. Off their heads on chemicals."

Suddenly, Martha shrieked, and the Doctor and Lily turned around immediately to see a strange man had grabbed Martha from behind, holding a gun to her head while a woman was pointing a gun at the Doctor. Lily reached out, grabbing Martha's hand quickly, handing on for all she was worth.

"I'm sorry, I'm really, really sorry." The man said desperately as the Doctor also stepped forward in alarm. "We just need three, that's all." He pleaded as he backed away. Lily stepped after him, still clutching Martha's hand, while the Doctor snapped angrily: "No, let her go!"

The woman stepped in front, pointing her gun at the furious man as the Doctor yelled: "I'm warning you, let her go!" "Please, switch with me, just let her go!" Lily cried as Martha struggled desperately. The man looked torn, and Lily begged: "Please, just let Martha go!"

The Doctor meanwhile was trying to placate the woman, saying desperately: "Whatever you want, I can help. The three of us, we can help." "Milo! We need to move faster." The woman cried, and the Doctor yelled: "But first you've got to let her go."

The man, Milo hesitated, then suddenly threw Martha to the side. He grabbed Lily, who was shocked as she tried to turn and check on Martha, and dragged her through a green door. "Lily!" The Doctor cried, and the woman begged: "I'm sorry. I'm really sorry. Sorry."

She went through the door as well, locking it just as Martha scrambled to her feet. The Doctor pounded on the door furiously as Milo and the strange woman dragged Lily through a passageway, Lily unsure if she should comply or not. They had let Martha go, after all.

The Doctor meanwhile was sonicing the door while Martha said anxiously: "Hurry, Doctor! Hurry!" The Doctor finally wrenched the door open, and the two raced through after Lily.

* * *

Lily was trying to convince her kidnappers as they went down a flight of stairs outside. "Please, what is it? What's wrong? We can help, the Doctor can help you, but you need to tell us what's happening." Milo glanced at her as he dragged her down the last of the stairs.

"You don't know?" He asked, and she snapped: "If you wouldn't be so cryptic I would by now."

The woman glanced at them, but she simply said: "Come on, get in." Lily looked up to see the woman had slid open a door to some form of vehicle- it looked like a hover-caravan. Lily sighed.

"The Doctor's going to kill you." She deadpanned, and Milo simply shoved her inside. The woman climbed in after her, the man getting into the driver's seat. Lily began to slowly panic- she'd been expecting the Doctor to get here by now.

"Let me out!" She demanded, but the man ignored her while the woman simply pointed the gun at her firmly. "Engaging anti-gravs." Milo said as he flipped some switches. Lily suddenly frowned as she stared at the gun.

"That's… is that real?" She asked, pointing at the gun the woman was holding. The woman blinked, looking slightly guilty and Lily's heart sank. "Oh, you've got to be kidding." Lily murmured when Milo suddenly called: "Hold on."

He pulled a handbrake and the car took off. Lily gasped.

"Oh, no." She murmured before she screamed: "Doctor!"

* * *

Doctor P.O.V.

The Doctor slammed open the last door at the top of the stairs just in time to see the car lifting into the air. He heard Lily's scream, as the car turned and flew off. "Lily!" He yelled at the top of his voice after the retreating car, but there was nothing more he could do.

Martha gasped as she came up, out of breath. The Doctor had outrun her in his desperate speed, and now Martha looked up to see nothing. "Doctor, where is she? Where's Lily?" Martha asked desperately, but the Doctor didn't answer.

She turned to look at him, and her blood ran cold. The dark look on the Doctor's face promised retribution, and Martha suddenly felt pity for Lily's kidnappers.

* * *

Lily P.O.V.

Lily was glaring at the pair, silently fuming while they glanced at her guiltily. The woman in particular was looking at her funnily. "You don't look like you live around here. Do you live up there?" She asked and Lily just glared at her.

"I mean, you look rich, so you must live up there. Were you lost?" She asked, and Lily snapped: "It's none of your business."

The woman shrugged, and moved to the front to sit next to Milo. Milo spoke into a walkie-talkie: "This is car four six five diamond six. We have three passengers, repeat three. Request access to the fast lane."

Lily frowned at him while computerized voice responded: "Access granted." Milo smiled with the woman, saying gleefully: "Oh, yes." They shared a giddy kiss, and Lily's eyes narrowed while her heart panged a little at the affectionate display.

She'd never had a boyfriend, and now was in the firm belief she never would, not now that she'd met the Doctor. She remembered Sarah Jane, still on her own, and sighed. But even if that was to be her future, she agreed with Sarah Jane, with Reinette- it was all worth it to be with him.

 _Doctor, where are you?_ She thought in despair.

* * *

Doctor P.O.V.

The Doctor banged on the closed hatch of the pharmacist who'd sold the Forget 43, and the woman opened it. She smiled at him and Martha, who'd been standing behind the Doctor whose eyes were narrowed furiously.

"Thought you'd come back." The pharmacist said happily. "Do you want some happy Happy?" She asked, but the Doctor said angrily: "Those people, who were they? Where did they take her?"

The male pharmacist opened his hatch, and replied: "They've taken her to the motorway." The Doctor turned to the man urgently, just as the woman pharmacist nodded, saying in agreement: "Looked like carjackers to me."

"I'd give up now, darling." The dark-skinned pharmacist interjected, and the Doctor turned to her. "You won't see her again." She said sadly, and the Doctor's eyes darkened. The male pharmacist explained: "Used to be thriving, this place. You couldn't move. But they all go to the motorway in the end."

"He kept on saying 'three, we need three'. What did he mean, three?" The Doctor demanded, and the woman pharmacists explained: "It's the car-sharing policy, to save fuel. You get special access if you're carrying three adults."

The Doctor paused for a moment before asking: "This motorway. How do I get there?" The woman answered, jerking her head to the side: "Straight down the alley, keep going to the end. You canna miss it."

The Doctor immediately headed down the alley, Martha right behind him when the woman called after them, making them pause: "Tell you what. How about some happy Happy? Then you'll be smiling, my love."

Martha stared at her in disgust, but she cringed away when the Doctor said to the three pharmacists sharply and dangerously: "Word of advice, all of you. Cash up, close down and pack your bags."

All their faces fell, and the woman asked: "Why's that, then?"

Martha cringed at the blatant fury in the Doctor's voice as he said darkly: "Because as soon as I've found her, alive and well- and I will find her alive and well-" his tone threatened what would happen if he didn't, "then I'm coming back. And this street is closing tonight!"

He spat the end, turned on his heel, and headed off. Martha followed, slightly terrified of the man before her. "What're we going to do?" She asked quietly, afraid of angering him further as he stormed off.

"We're going to get Lily back." Was all the Doctor said darkly. Martha felt a pang, but shook it off for now- her friend was in danger, and that was what mattered most.

* * *

Lily P.O.V.

Lily watched the monitor show their dot, 4-6-5-diamond-6 float down from level 17 towards level 21. Milo repeated: "Car 4-6-5-diamond-6 heading for the fast lane. Thank you very much." Lily had been ignoring them for the past hour or so, and they'd started to ignore her.

Milo turned to the woman who Lily had gathered was his wife, saying: "Now you just settle back. It's all going to be worth it." Lily snorted quietly, but they didn't hear as the woman sighed: "Yeah."

There was a pause before the woman said dreamily: "The view from the windows. You can see all the way out to the flatlands. Clear blue sky. They say the air smells like apple grass. Can you imagine?"

Lily's heart clenched again as she heard her description. She remembered sitting on the grass and staring at the blue sky as the scent of apples filled the air while she, Rose and the Doctor laughed. It had been a happier time for the Doctor, when they'd still had Rose.

Lily missed her cousin, but she knew (or she thought she did) that the Doctor would never get over the loss. Lily still had the Doctor to love, but the poor man had no-one now. "The houses are made of wood. There are jobs going in the foundries. Everyone says so." Milo said excitedly.

Lily sighed, fed up with this nonsense. "What're you guys going on about?" She asked, and the couple turned to her in surprise. "I mean, I get that you want a better life, but is that really worth kidnapping? You could've just gone the regular route." Lily pointed out and the couple shared a look.

"You really don't know." The woman said softly, and Lily rolled her eyes. But before she could say anything the woman asked: "What's your name?"

Lily stared at her for a moment, before sighing and giving in. It looked like she was stuck here for the moment- why not be friendly? Maybe they'd let her go then. "Lily." She answered softly, gentler and the woman said with a smile: "Well, I'm Cheen, and this is Milo."

She patted her husband's arm, and then her smile dropped. "And I swear we're sorry. We're really, really sorry. We just needed access to the fast line, but I promise, as soon as we arrive, we'll drop you off and you can go back and find your friends."

Lily's eyes narrowed. "I doubt it'll be that easy." Cheen opened her mouth but Lily cut across her as she leaned forward to look out the windshield. "So this is the motorway, huh? And you need three people to access the fast lane, so you tried to kidnap my friend." She mused, as she stared out at the fog.

She frowned. "Is that… that isn't fog." She said in disbelief, and Cheen nodded. "That's the exhaust fumes." She told her. Milo chimed in: "We're going out to Brooklyn. Everyone says the air's so much cleaner, and we couldn't stay in Pharmacy Town, because-"

He stroked Cheen's leg, and she piped up, beaming: "Well, because of me. I'm pregnant." Lily's breath caught and she stared at the woman. "We only discovered it last week. Scan says it's going to be a boy."

Lily blinked. "Right." She said slowly, seeing the couple beaming with joy. "What do I do now, congratulate my kidnappers?" She deadpanned sarcastically, and Cheen sighed.

"Oh, we're not kidnappers. Not really." She protested, and Lily agreed: "No, you're just idiots who got all giddy about parenthood." She then groaned- she was channeling the Doctor. "Sorry, it's just, really? How urgent was it to take the fast lane that you had to kidnap someone just so you could have your kid in Brooklyn?" Lily pointed out.

Milo explained as he tried to placate her: "This'll be as fast as we can. We'll take the motorway to the Brooklyn flyover, and then after that it's going to take awhile, because then there's no fast lane, just ordinary roads, but at least it's direct." "It's only ten miles." Cheen added, and something didn't add up.

Lily said slowly: "But you don't look that pregnant. How long will it take to get to Brooklyn?" She asked with a sinking feeling. Cheen answered flatly: "About six years." Milo nodded resignedly, but Lily's heart fell.

"Excuse me?" She asked, and Cheen rubbed her stomach. "Be just in time for him to start school." She and Milo shared the moment, laughing giddily but Lily cut in sharply: "No, what? Six years? To drive ten miles? Why?!" She cried, and the couple looked at her in surprise.


	51. 18-2 Fast Lane

* A/N lots of switching between the Doctor and Lily P.O.V. in this chapter

Doctor P.O.V.

The Doctor was sonicing the door that led onto the motorway, Martha standing behind him impatiently. She didn't dare say anything though, after the angry fit he'd thrown at the pharmacists in that slum earlier. The door clicked, pulling Martha out of her thoughts. The Doctor pushed the stiff door open, and they stepped through.

Martha blinked, staring, unable to believe her eyes. She began coughing, her eyes watering, and soon after the Doctor began to cough as well, both unable to stand the thick exhaust fumes that seemed to fill most of the air.

And no wonder either, there were cars everywhere, honking as they floated in lines next to, above, and below each other. The Doctor peered around to see no end on either side of the motorway- the cars went on seemingly forever.

Martha couldn't stop coughing, holding both hands over her mouth and nose. The Doctor grasped, her but he had a hand clasped over his nose and mouth as well, unable to stop coughing either.

The door to the car right in front of them opened, and a man with his scarf wrapped tightly around his lower face and wearing and air-helmet with the goggles down shouted at them: "Hey! You daft little street struts. What are you doing standing there? Either get out or get in. Come on!"

He urged them into the car, and the Doctor threw Martha in, climbing in himself afterwards. The strange man quickly shut the door and peered at them as they stood gasping for breath.

 **"** Did you ever see the like?" The man asked incredulously while a dark haired woman handed the Doctor an oxygen mask and placing one on Martha as well. "Here you go." She said, and both of them breathed in relief.

"Just standing there, breathing it in." The man grumbled as he took off his scarf and goggles. Martha stared at him in shock as the cat-man told them: "There's this story, says back in the old days, on Junction forty seven, this woman stood in the exhaust fumes for a solid twenty minutes. By the time they found her, her head had swollen to fifty feet."

"Oh, you're making it up." The woman chuckled, and the cat-man continued: "A fifty foot head!" He crawled back into the driver's seat as he mused: "Just think of it. Imagine picking that nose."

Both Martha and the woman wrinkled their noses, and the woman said with folded arms: "Oh, stop it. That's disgusting." The cat-man looked at her and asked, offended: "What, did you never pick your nose?"

The woman ignored him as she saw something in front. "Bran, we're moving." She told him, and the cat-man quickly pulled his brakes as he said: "Right. I'm there. I'm on it."

The Doctor and Martha watched as they moved about a grand total of five feet. Neither could believe it- this took traffic to a whole new level. "Twenty yards." The cat-man declared as he looked at the woman. "We're having a good day."

The woman smiled and nodded while Martha blinked in surprise. The cat-man turned to them. "And who might you be, sir and miss?" The Doctor removed his mask and Martha followed as the cat-man added: "Very well-dressed for hitchhikers."

"Thanks." The Doctor answered with a smile, still slightly gasping but otherwise much better. "Sorry, I'm the Doctor, and this is Martha." He introduced them and Martha gave a small wave.

"Medical man! Ha ha!" The cat-man replied excitedly, before he introduced: "My name's Thomas Kincade Brannigan, and this is the bane of my life," he indicated the woman beside him, "the lovely Valerie."

Valerie smiled at them as she said sincerely: "Nice to meet you." "And that's the rest of the family behind you." Brannigan told them as he indicated a curtain right behind the Doctor and Martha.

The Doctor pulled back the curtain to reveal a basket with a litter of kittens wandering over it. "Ah, that's nice. Hello." The Doctor cooed while Martha stared.

"Doctor, they're cats, he's a cat." She whispered into his ear, still trying to wrap her head around it. He gave her a look as he picked on up, cuddling it. "Of course they are." He said before he turned back to the couple in the front, asking: "How old are they?"

"Just two months." Valerie replied as she reached out a hand to pet her child while Martha stared, still in shock. Brannigan added: "Poor little souls. They've never known the ground beneath their paws."

The Doctor looked at him puzzled, and Brannigan explained: "Children of the motorway." The Doctor still looked puzzled as he asked: "What, they were born in here?"

"We couldn't stop." Valerie explained as she nodded. "We heard there were jobs going, out in the laundries on Fire Island. Thought we'd take a chance." The Doctor frowned as he asked incredulously: "What, you've been driving for two months?"

Brannigan snorted as he replied: "Do I look like a teenager? We've been driving for twelve years now." Martha stared.

"What?" She asked in shock while the Doctor's brows furrowed as he asked in disbelief: "I'm sorry?" Brannigan said: "Yeah! Started out as newlyweds. Feels like yesterday."

He said to his wife, and Valerie answered flatly: "Feels like twelve years to me." "Ah, sweetheart, but you're still love me." Brannigan teased, and the woman laughed with him. The Doctor and Martha were still shocked.

"Twelve years?" The Doctor asked incredulously. "How far did you come? Where did you start?"

Brannigan looked at him again in surprise as he replied: "Battery Park. It's five miles back." "Five miles?" Martha asked in shock while the Doctor asked incredulously: "You travelled five miles in twelve years?"

Brannigan glanced at his wife as he said: "I think they're a bit slow." Meanwhile the Doctor's face had drained of color and he turned, leaning around Martha to replace the kitten in its basket.

"Where are you two from?" Valerie asked as she looked at Martha curiously but the Doctor replied in a low, horrified voice: "Never mind that. I've got to get out. My friend's in one of these cars. She was taken hostage. I should get back to the Tardis."

He opened the door, and peered out but it was to see nothing but cars. He, Martha and the woman coughed while Brannigan told him: "You're too late for that. We've passed the lay-by."

The Doctor slammed the door shut again, the three gasping a little while Brannigan told him sternly: "You're a passenger now, Sonny Jim." "Doctor, we've got to get to Lily." Martha said urgently, and the Doctor nodded.

"When's the next lay-by?" He demanded.

"Oh…" Brannigan paused as he calculated in his head, "six months?" He estimated and Martha gawped at him in horror while the Doctor turned his dark gaze to the front of the car, staring at all the cars ahead of them.

* * *

Lily P.O.V.

Lily stared out the car window as Milo continued to drop them through the rows of cars, heading steadily lower. She looked in awe at the sheer number of cars that filled the entire tube-shaped motorway.

"How many cars are out there?" She asked in wonder, and Cheen replied: "I don't think anyone knows." She turned to the side for a moment, saying: "Here we go. Hungry?"

She offered up what looked like a pack of flat, round biscuits, and Lily nodded. "Oh, thanks." She said gratefully, taking one. She looked at in curiously as she asked: "But how far down is it to this fast lane?"

"Oh, it's right at the bottom," Milo explained, "underneath the traffic jam. But not many people can afford three passengers," Lily raised an eyebrow at him pointedly, which Milo chose to ignore, "so it's empty down there. Rumor has it you can reach up to thirty miles per hour."

Lily raised both eyebrows. "Wow. That's, like, crazy." She said sarcastically. She then looked around the car, musing: "So, how will you guys live here for six years? I'm guessing you've got supplied?"

Cheen nodded: "Oh, we stocked up." She pointed out each item in the back as she explained: "Got self-replicating fuel, muscle stimulants for exercise, and there's a chemical toilet at the back. And all waste products are recycled as food."

Lily's eyes widened, and she looked down at her biscuit. "Right…" She mumbled, and when Cheen had turned back to the front, Lily tossed the biscuit in disgust.

"Oh, another gap." Milo said excitedly. "This is brilliant." He began to lower them, and a computerized voice said: "Car sign in."

Lily peered at the monitor to see they were going down from level 38, heading towards level 42. Milo spoke into his walkie-talkie: "Car Four Six Five Diamond Six, on descent to fast lane, thank you very much."

The computer replied: "Please drive safely." Milo and Cheen grinned excitedly, while Lily wondered where on the earth the Doctor was, and if he would ever be able to find her in all these cars. Especially considering how low they were going.

* * *

Doctor P.O.V.

The Doctor was sonicing the monitor at the back of the car, trying to hack into the Police Department of New New York. When he thought he had it, he spoke into the walkie-talkie: "I need to talk to the police."

Martha looked over his shoulder anxiously as a computerized voice replied, typing the words on the screen for dual effect: "Thank you for your call. You have been placed on hold."

The Doctor frowned as he said into the walkie-talkie: "But you're the police." The computer repeated: "Thank you for your call. You have been placed on hold."

The Doctor gave up and he returned to the front of the car, Martha crawling after him as he asked: "Is there anyone else? I once met the Duke of Manhattan. Is there any way of getting through to him?"

Martha stared at him in surprise while Brannigan pulled a face. "Oh now, ain't you lordly?" Brannigan scorned, and the Doctor snapped: "I've got to find my friend!"

Valeries interjected, trying to soothe the agitated man: "You can't make outside calls. The motorway's completely enclosed."

"What about the other cars?" The Doctor asked, undeterred and Martha brightened when Brannigan replied: "Oh, we've got contact with them, yeah. Well, some of them, anyway. They've got to be on your friends list." He explained, and Martha rolled her eyes.

Brannigan turned to his monitor, peering at the car numbers: "Now, let's see. Who's nearby? Ah, the Cassini sisters!" He said excitedly, and he clicked one of the numbers. The monitor switched to show a picture of two old women with the car number '3-1-7-a-1' written underneath.

Brannigan spoke into his walkie-talkie: "Still your hearts, my handsome girls." Martha glanced at Valerie but she just smiled smugly. "It's Brannigan here." He called.

 **"** Get off the line, Brannigan. You're a pest and a menace." An old woman's voice replied, and Martha laughed while Valerie grinned. Brannigan sighed as he said: "Oh, come on, now, sisters. Is that any way to talk to an old friend?"

The woman's voice replied: "You know full well we're not sisters. We're married." Martha's eyebrows shot up. **"** Ooo, stop that modern talk. I'm an old-fashioned cat." Brannigan complained, and Martha giggled while Valerie was shaking from suppressed laughter. The Doctor's face meanwhile was getting steadily darker. "Now, I've got a hitchhiker here, calls himself the Doctor."

The Doctor quickly snatched the walkie-talkie, speaking into it: "Hello. Sorry." Martha gave him a look for being rude but he ignored her as he continued: "I'm looking for someone called Lilian Tyler. She's been carjacked. She's inside one of these vehicles, but I don't know which one."

Another old woman's voice suddenly replied: "Wait a minute. Could I ask, what entrance did they use?" The Doctor glanced at Brannigan.

"Where were we?" He asked, and the cat-man replied: "Pharmacy Town." "Pharmacy Town" The Doctor repeated into the walkie-talkie. "About twenty minutes ago."

The old woman murmured: "Let's have a look." The first woman muttered: "Just my luck to marry a car-spotter." Martha and Valerie shared smirks, both enjoying the old women's banter, while the Doctor waited impatiently.

The car-spotter piped up: "In the last half hour, fifty three new cars joined from the Pharmacy Town junction." Martha groaned. "How are we going to check fifty three cars?" She asked the Doctor, and he spoke urgently into the walkie-talkie: "Anything more specific?"

The car-spotter replied: "All in good time." He rolled his eyes impatiently when the old woman spoke again. "Was she car-jacked by two people?" She asked and the Doctor replied quickly, his eyes lighting up with hope: "Yes, she was, yeah."

The car spotter said triumphantly: **"** There we are. Just one of those cars was destined for the fast lane. That means they had three on board. And car number is four six five diamond six."

The Doctor crowed excitedly: "That's it! So how do we find them?" Martha looked up hopefully, but her face fell when the old woman replied: "Ah. Now there I'm afraid I can't help."

The Doctor quickly turned to Brannigan, urging: "Call them on this thing. We've got their number. Diamond six."

Brannigan sighed as he replied: "But not if they're designated fast lane. It's a different class." He explained, and the Doctor's face became dark, while the car-spotter called: "You could try the police."

"They put me on hold." The Doctor replied flatly, and the first old woman replied: "You'll have to keep trying. There's no one else." The Doctor almost cracked but he kept his calm, answering as sincerely as he could: "Thank you."

He returned the walkie-talkie to Brannigan, and the couple looked at him briefly in pity while the Doctor stared unseeing out into the sea of cars as he fell into thought.

* * *

Lily P.O.V.

They were going even further down, and Lily wondered whether there even was an end to all the cars. Milo suddenly pointed to the monitor, saying: "See? Another ten layers to go."

Lily peered over to see they'd just reach level 40. "We're scorching." He said gleefully while Lily groaned. Suddenly, they all heard a distant growling sound. They all paused, suddenly afraid. Lily asked as calmly as she could: "What was that?"

Neither of the other two answered, but there was another growl and a hiss. Lily glanced at the floor beneath her. "It's coming from underneath." She muttered, and Cheen said to Milo: "It's that noise, doesn't it? It's like Kate said. The stories, they're true."

Lily frowned as she asked: "What stories?"

Milo sighed in exasperation as he said: "It's the sound of the air vents. That's all. The exhaust fumes travel down, so at the base of the tunnel they've got air vents." He explained, and Cheen said excitedly: "No, but the stories are much better."

Milo snorted a laugh as Cheen continued: "They say people go missing on the motorway. Some cars just vanish, never to be seen again, because there's something living down there in the smoke."

Lily's heart stopped. _Oh, no_. Cheen continued obliviously: "Something huge and hungry. And if you get lost on the road, it's waiting for you." There was a distant growling and hissing again, and they all paused before Milo said with forced calm: "But like I said. Air vents."

Lily suddenly frowned as she peered out the windshield.

"Going down to the next layer." Milo said cheerily when Lily said darkly: "Except look out there. Does it look like the air vents are working?" Cheen peered out at the thick smog caused by the exhaust fumes.

"No." She admitted, and Lily snapped: "No. So what's making that sound, then?" She demanded, and there was another round of grumbling and hissing. Cheen and Milo looked briefly afraind, but Milo shook it off as he said: "Nah. Kid stuff."

He reached for his walkie-talkie and spoke into the radio: "Car four six five diamond six, on descent." Lily grabbed his shoulder, making him look at her.

"Look, trust me, " she said urgently, "I've been on many trips with the Doctor. One thing I've learnt is that I should trust my gut, and it's telling me, there is something down there. You can't go there."

Milo looked briefly worried, but glancing at Cheen who was starting to look alarmed, he shook Lily's hand off and said firmly: "No, we'll be fine. I promise." He added to his wife, before turning to Lily. "You'll see."

But Lily's stomach only twisted more and more anxiously as Milo took them further down.

* * *

Doctor P.O.V.

"We've got to go to the fast lane. Take me down." The Doctor demanded, and Brannigan scoffed: "Not a million years."

The Doctor spread his arms as he indicated in exasperation: "You've got four passengers." Martha saw with a level of anxiety that Brannigan was unmoved. "I'm still not going." He said firmly.

The Doctor leaned in close to Brannigan, his face desperate as he begged: "She's alone, she doesn't belong on this planet, and it's all my fault. Please, she's important to me. I'm asking you, Brannigan, take me down."

Brannigan looked guilty and he seemed to hesitate, but Valerie turned firmly to say: "That's a no. And that's final." She glanced at the Doctor who stared at her anxiously while Martha leaned forward.

"Oh, please-" Martha began to plead, but Valerie said tightly: "I'm not risking the children down there."

The Doctor's hearts sank and he asked in a low voice: "Why not? What's the risk? What happens down there?" Valerie snapped: "We're not discussing it. The conversation is closed."

The Doctor's face became dark. "So we keep on driving." He stated, and Brannigan answered: "Yes, we do." The Doctor's eyes narrowed at him as he snapped: "For how long?!"

"Till the journey's end." Brannigan said, exasperated, and something clicked in the Doctor's mind at those words. He darted forward and grabbed the walkie-talkie again.

"Mrs Cassini, this is the Doctor." He said into the radio. "Tell me, how long have you been driving on the motorway?" The old woman answered: "Oh, we were amongst the first. It's been twenty three years now."

The Doctor's eyes narrowed as he asked: "And in all that time, have you ever seen a police car?" Martha and the couple in the driver's area stared at him as he asked his odd question. Martha had a sinking feeling in her stomach.

The car-spotter replied hesitantly: "I'm not sure." The Doctor ordered lightly, grimly enjoying the looks of fear Brannigan and Valerie shared: "Look at your notes. Any police?"

The car-spotter finally replied: "Not as such." The Doctor asked with raised eyebrows: "Or an ambulance? Rescue service? Anything official. Ever." Valerie began to gnaw on her lip anxiously while Martha gripped tightly onto the back of Valerie's seat.

The old woman said snappishly: "I can't keep a note of everything." "What if there's no one out there?" The Doctor asked darkly, staring at Brannigan, who snatched the radio from him angrily.

"Stop it." He said angrily. "The Cassinis were doing you a favour." The Doctor snapped at him: "Someone's got to ask, because you might not talk about it, but it's there in your eyes. What if the traffic jam never stops?"

Brannigan sighed as he said desperately: "There's a whole city above us. The mighty city state of New New York. They wouldn't just leave us." The Doctor nodded along, his face pulled in a mock-look of thought.

"In that case, where are they, hmm?" He asked, before he said darkly: "What if there's no help coming, not ever? What if there's nothing?"

Martha looked around, suddenly terrified as the Doctor continued in his dark voice: "Just the motorway, with the cars going round and round and round and round, never stopping. Forever."

"Shut up!" Valerie demanded, and the Doctor glared at her but she glared back. "Just shut up!" She said, firm but terrified. The Doctor stared at her in anger, but the monitor suddenly crackled.

"This is Sally Calypso," Martha and the Doctor looked down to see the newswoman from before while far below, Lily was watching the same thing, "and it's that time again. The sun is blazing high in the sky over the New Atlantic," Brannigan and his wife were breathing heavily as they all listened silently in the car, "the perfect setting for the daily contemplation."

Brannigan said quietly: "You think you know us so well, Doctor. But we're not abandoned. Not while we have each other." He said with hopeless tears in his eyes, and Valerie smiled briefly at her husband while Sally continued: "This is for all of you out there on the roads. We're so sorry. Drive safe."

She smiled, and then a choir began to sing, Brannigan and Valerie joining in immediately. "On a hill, far away, stood an old, rugged cross, the emblem of suffering and shame."

Martha stared at the couple sadly, but the Doctor peered out the windshield to see everyone was joining in. "And I love that old cross, where the dearest and best for a world of lost sinners was slain."

Lily watched Milo and Cheen singing softly, hands clasped tightly and she wished, with a painful tug in her heart, for the Doctor. "So I'll cherish the old rugged cross, till my trophies at last I lay down."

Martha began to join in the singing but the Doctor remained silent, in deep thought. "I will cling to the old rugged cross," tears spilled down Valerie's cheek as she held her husband's hand tightly, "and exchange it some day for a crown."

Martha was also crying, but the Doctor looked around, his brows furrowed.

* * *

Lily P.O.V.

As the song came to an end, the computer suddenly piped up: "Fast lane access. Please drive safely."

They looked at the monitor to see that the car had dropped below level 50, into the area labeled 'Fast Lane'. Cheen and Milo smiled, and Milo said softly, but his voice growing louder with excitement: "We made it. The fast lane."

They dropped out of the sea of cars, and Lily saw that they were now in an empty area. Milo sped them up and they darted forward, leaving the many cars above them behind. _Doctor, please, come get me soon._ Lily thought desperately, terrified as they headed deeper below into the smog.

* * *

Doctor P.O.V.

The Doctor had stood silently for a minute, when he said abruptly, in a very dark voice: "If you won't take me, I'll go down on my own."

He spun around and bent down to a trapdoor in the center of the car. The others looked at him in alarm and Brannigan asked: "What do you think you're doing?" "Finding my own way." The Doctor replied as he soniced the trapdoor. "I usually do."

He pulled open the trapdoor, and the computer said: "Capsule open." They all peered down to see the sea of cars floating beneath them, while the Doctor looked up at Martha.

"Stay here, you wouldn't survive out in this air." Martha bit her lip to stop from arguing. "Stay safe, and bring her back." She replied and the Doctor nodded. Suddenly a car pulled to a stop directly below them and the Doctor muttered: "Here we go."

He stood and tugged off his long overcoat. He threw it at Martha as he added: "Look after this." He knelt down again before looking up at his coat. "I love that coat." He moaned.

"Janis Joplin gave me that coat." Martha and Brannigan stared at him while Valerie cried: "But you can't jump." The Doctor peered down as he answered: "If it's any consolation, Valerie, right now, I'm having kittens."

Martha watched fearfully, clutching her hands as the Doctor prepared to jump, when Brannigan suddenly said: "This Lilian. She must mean an awful lot to you." The Doctor paused before looking at Brannigan.

"I never told her. I was too busy showing off. And I lied to her. Couldn't help it, just lied, even though she meant everything to me." He paused while Martha blinked.

 _He loves her_. She suddenly realized, when the Doctor called: "Bye then." Martha stared back in alarm as he dropped to the roof of the car below. "Doctor!" She called, but he was already moving along the roof.

Brannigan had joined Martha to watch, and Valerie peered from her seat. "He's completely insane!" She said in awe, and Brannigan replied: "That, and a bit magnificent!"

The Doctor soniced the roof hatch, and dropped into the car to see a completely white man, wearing a white suit. "Capsule open." The computer said while the man stared at the Doctor in shock.

"Who the hell are you?" He asked and the Doctor replied: "Sorry, Motorway Foot Patrol. I'm doing a survey. How are you enjoying your motorway?" He asked before turning to sonic the man's trapdoor.

"Well, not very much. Junction Five's been closed for three years." The man told him, and the Doctor replied cheerily as he opened the trapdoor: "Thank you. Your comments have been noted. Have a nice day!"

He dropped out of the car, and onto the one below. He began to cough as he opened the roof of that car too. "Capsule open." The computer said as he dropped in. He stood up to see two young Asian women in it. He went straight to the trapdoor this time, not wanting to waste time. He opened the trap door as he said: "Thank you for your cooperation. Your comments have been noted."

He spotted a blue handkerchief and picked it up asking: "Do you mind if I borrow this?" He didn't wait for an answer as he tied it around his head, wearing it like a mask. "Not my colour, but thank you very much." He called as he jumped down to the next car.

 **"** Capsule open." The Doctor dropped in to see two nudists staring at him in shock from the driver's area. "Ooo! Don't mind me." He said cheerily as he opened the trapdoor. "Capsule open." And so it went on, as the Doctor dropped further and further down the levels.


	52. 18-3 New New York

Lily P.O.V.

"Try again." Cheen urged, and Milo tapped the 'Exit 1' button on the monitor. "Brooklyn turnoff one, closed." The computer said again, and Lily groaned, burying her head in her hands.

"Try the next one." Cheen ordered, but when Milo did, the computer simply replied: "Brooklyn turnoff two, closed."

"Oh, what do we do?" Cheen asked desperately, and Miloe replied calmly: "We'll keep going round. We'll do the whole loop, and by the time we come back round, they'll be open." There was a louder growl, and the whole car shook. Lily had had enough by this point.

"You're still calling that air vents?" She snapped at him, and he finally cracked, his voice shaking as he asked: "What else could it be?"

They breathed hard all trying to calm down when there was another growl and the car shook again as something hit it. "What the hell is that?" Cheen cried, beginning to freak out.

"It's just… the hydraulics." Milo responded but even he wasn't convinced. Lily snapped: "Something is alive down there, get us out of here!"

Cheen began to give small squeaks of terror while Milo snapped back: "It's all exhaust fumes out there. Nothing could breathe in that."

Suddenly a voice called over their radio: "Calling Car four six five diamond six. Repeat, calling Car four six five diamond six." Milo answered while Lily pursed her lips.

"This is Car four six five diamond six. Who's that? Where are you?" Milo asked, and the woman answered sharply: "I'm in the fast lane, about fifty yards behind. Can you get back up? Can you get off the fast lane?"

Lily glanced at Milo but he shook his head as he answered: "We only have permission to go down. We need the Brooklyn Flyover." The woman said urgently: "It's closed. Go back up."

"Listen, get us out of here." Lily said sharply, not liking this at all, but Milo said resolutely: "We can't. We'll just go round."

The woman snapped urgently: "Don't you understand? They're closed. They're always closed." Cheen began to whimper in fear as the woman said: "We're stuck down here, and there's something else out there in the fog. Can't you hear it?" Lily's hands gripped the backs of both driver's area seats as they all hear a loud roar from underneath.

"That's the air vents." Milo said shakily and Lily snatched the radio from him as the woman shouted: "Jehovah, what are you? Some stupid kid? Get out of here!"

Lily called: "Listen, are you alright?" There was a growling and a screaming sound from the radio. "Come in, are you aright in there?!" She shouted, and the woman answered: "I can't move! They've got us!"

"But what's happening?" Milo asked as he tried to tug the radio from Lily, but Lily pulled away, asking urgently: "What's got you? What is it?"

The woman shrieked as she cried out to them: "Hang on. It's here." Milo snatched the radio from Lily as they heard screams, calling: "Hello?" The woman screamed: "Just drive, you idiots! Get out of here!"

"Can you hear me? Hello?" Milo cried desperately as they heard screams and a roar from the radio, and Lily screamed at him: "Just drive! Do what she said. Get us out of here!"

Milo shouted back, panicked: "But where?" "Anywhere!" Lily snapped. "Try to get up!"

"We can't!" He said in terror and frustration and Lily snapped at him: "Just straight ahead then. And fast!"

Milo hit the accelerator as Cheen sobbed: "What is it? What's out there? What is it?" Lily didn't answer. She didn't know what it was, but she'd bet it was some sort of horrific alien… and this time, she didn't have the Doctor.

* * *

Doctor P.O.V.

"Capsule open." The Doctor dropped into another car, breathing heavily through his scarf. A man in a bowler hat and black pinstripe suit was sitting in the driver's seat, and he asked in his posh voice: "Excuse me, is that legal?"

The Doctor pulled off the scarf as he said through in a scratchy voice: "Sorry, Motorway Foot Patrol." He coughed. "Whatever." He gave up and turned to the man. "Have you got any water?" He asked between gasps and coughs.

"Certainly." The man said as he reached over to get the Doctor a bit from his water cooler. "Never let it be said I've lost my manners." _Oh, Lily would love this guy, with his manners._ The Doctor thought. The man handed it to the Doctor who drank it in one shot while he peered out.

"Is this the last layer?" He asked, and the man nodded, saying: "We're right at the bottom. Nothing below us but the fast lane."

"Can we drive down?" The Doctor asked urgently, and the gentleman answered: "There's only two of us. You need three to go down." The Doctor sighed, only now wishing he'd brought Martha.

"Couldn't we just cheat?" He borderline begged, but the gentleman said apologetically: "Well, I'd love to, but it's an automated system. The wheel would lock." He shook the wheel to emphasize his point.

The Doctor groaned, before he reached into his jacket for his sonic. "Then excuse me." He called back as he started to open the trapdoor. The gentleman called in alarm: "You can't jump. It's a thousand feet down."

The Doctor heaved the trapdoor open and he grunted as he replied: "No, I just want to look." As the words left his mouth, there was a snarl from below, hidden below the thick fumes.

"What's that noise?" The Doctor murmured with a frown, and the gentleman sighed. "I… try not to think about it." He answered, his voice shaking with fear. The Doctor continued to peer down, frowning at the little lights that glinted up at him while the growling continued.

"What are those lights?" He wondered. "What's down there? I just need to see." His head jerked up sharply, and he rushed to the monitor at the front of the car. The Doctor pointed his sonic at it, while the gentleman stared.

The Doctor muttered as he worked: "There must be some sort of ventilation. If I could just transmit a pulse through this thing, maybe I could trip the system, give us a bit of a breeze." The Doctor pulled the monitor apart, playing with the wires, and finally there was a clang.

"That's it!" He crowed, and he moved back to the trapdoor. "Might shift the fumes a bit, give us a good look." He stared down with a frown as the gentleman joined him, also peering down at the snarling and growling smog.

"What are those shapes?" He asked, and the Doctor murmured: "They're alive." Suddenly the fog cleared even more, and they saw giant claws snapping up at them.

"What the _hell_ are they?" The gentleman cried in alarm as they stared down to see the shapes clearing into what looked like giant crabs. The lights the Doctor had seen earlier had been their eyes, lifted above the main body as they snapped their claws up.

"Macra." The Doctor whispered in horror.

* * *

Lily P.O.V.

The car shook again as something hit them. "Go faster!" Cheen screamed, and Milo yelled: "I'm at top speed!"

Cheen continued to scream while Lily yelped every time they felt the car jerk and shake. The smog had cleared somewhat to reveal they were in the middle of giant claws reaching up and trying to snap them as Milo weaved the car between them. Milo tried tapping buttons on his monitor, but the computer replied: "No access above."

He grabbed his radio. "But this is an emergency!" He cried, and a different computerized voice replied from the police department: "Thank you for your call. You have been placed on hold."

They were shaken about even more, and Lily closed her eyes in thought. She snapped them open after a few seonds. "Turn everything off." She ordered, and Milo threw a glance at her.

"You've got to be joking." He cried, and Lily answered: "It was all fog out there, so how can they see us? Maybe it's the engines, the sound, or the heat, or the light. I don't know, but it wasn't because it could see us, so turn everything off."

Milo gulped as he asked: "What if you're wrong?" Lily answered flatly: "It can't be worse than this."

They were jerked again as a claw hit them and she yelled: "Just do it!" Milo clutched Cheen's hand as the woman gasped with fright, using his other hand to switch the car off. The whole car went dark and it went quiet outside. They all sat in terse silence as they listened, gasping as they regained their breaths, but nothing moved anymore and the growling sounds faded.

"They've stopped." Cheen finally whispered. "Yeah, but they're still out there." Milo whispered back. Lily sighed and Cheen turned to the brunette girl behind her.

"How did you think of that?" She asked in awe, and Lily replied swiftly: "Travelling with the Doctor, you learn a thing or two. The problem is, I don't know what to do next."

Mile whispered: "Well, you'd better think of something, because we've lost the aircon. If we don't switch the engines back on, we won't be able to breathe."

Cheen moaned while Lily bit back a groan, taking a deep breath instead and calming her already fried nerves. "How long have we got?" She asked as calmly as she could and Milo replied tightly: "Eight minutes, maximum."

Cheen whimpered. "Brilliant. Bloody brilliant." Lily muttered.

* * *

Doctor P.O.V.

 **"** The Macra used to be the scourge of this galaxy." He explained to the gentleman. "Gas. They fed off gas, the filthier the better. They built up a small empire using humans as slaves and mining gas for food."

"They don't exactly look like empire builders to me." The gentleman pointed out and the Doctor shrugged as he replied: "Well, that was billions of years ago. Billions. They must have devolved down the years. Now they're just beasts."

They watched the claws swaying up at them, and the Doctor frowned as they snarled. "But they're still hungry and Lily's down there." There was a clang on the roof, and the gentleman made a sound of disgust.

"Oh, it's like New Times Square in here, for goodness's sake!" He complained, when all of a sudden the bottom of a nurse's gown dropped through the roof hatch.

"I've invented a sport." The Doctor commented, but pulled up short when an old cat-woman in a nurse garb dropped in. "Doctor," she growled, "you're a hard man to find."

"No guns. I'm not having guns." The gentleman cried as he spotted the machine gun in cat's hands. She turned to him as she explained: "I only brought this in case of pirates."

She turned back to the Doctor as she said urgently: "Doctor, you've got to come with me." The Doctor frowned at her. "Do I know you?" He asked confused, and she smiled a little as she looked him up and down.

"You haven't aged at all. Time has been less kind to me." She bowed her head, and the Doctor realized who she was.

"Novice Hame!" He said in delight, before pulling her in for a hug. He suddenly pulled back as he frowned and cried: "No, hold on, get off. Last time we met, you were breeding humans for experimentation."

"I've sought forgiveness, Doctor," Hame told him, "for so many years, under his guidance. And if you come with me, I might finally be able to redeem myself." The Doctor didn't care as he snapped firmly: "I'm not going anywhere. You've got Macra living underneath this city. Macra!"

"You've got to come with me right now." Hame said urgently, and the Doctor replied: "No, no, no, you're coming with me. We've got three passengers now, and Lily's stuck down there!"

The gentleman was watching the whole thing with wide eyes, too shocked to even move. "I'm sorry, Doctor. But the situation is even worse than you can imagine." Hame told him, before she grabbed the Doctor's wrist.

"Transport." She said as she clicked her wristlet, and the Doctor's eyes widened. "Don't you dare!" The Doctor yelled in alarm. "Don't you dare!" But it was too late and they beamed away.

The Doctor groaned as he slowly pushed himself up from the ground where he and Hame had landed. "Oh! Rough teleport. Ow." He complained before he pulled himself to his feet and ordered: "You can go straight back down and teleport people out, starting with Lily, and then Martha."

"I only had the power for one trip." Hame told him sadly, and the Doctor snapped: "Then get some more! Where are we?"

He looked around at the deserted building, and Hame answered: "High above, in the over-city." The Doctor's face turned dark as he spat: "Good. Because you can tell the Senate of New New York I'd like a word. They have got thousands of people trapped on the motorway. Millions!"

Hame explained to him despairingly: "But you're inside the Senate, right now." The Doctor frowned in confusion, while Hame looked around. "May the goddess Santori bless them."

Hame clicked her wristlet and the lights turned on. The Doctor stared to see the whole senate building filled with skeletons. "They died, Doctor. The city died." Hame told him sadly.

The Doctor stared around in shock. "How long's it been like this?" He asked as he stared up at the skeletons still sitting in their seats up in the balconies.

"Twenty four years." Hame replied softly, and the Doctor frowned. He peered down at a skeleton that lay before them, on the center podium, and he asked confused: "All of them? Everyone? What happened?"

Hame replied: "A new chemical. A new mood." The Doctor's face contorted while Hame explained: "They called it Bliss."

She reached down to pull off the sticker from the skeleton as she continued: "Everyone tried it. They couldn't stop. A virus mutated inside the compound and became airborne. Everything perished. Even the virus, in the end." She paused before she turned to the Doctor.

"It killed the world in seven minutes flat." She told him sadly. "There was just enough time to close down the walkways and the flyovers, sealing off the under-city." The Doctor stood up slowly, his lips pursed.

"Those people on the motorway aren't lost, Doctor. They were saved." She finished and the Doctor murmured: "So the whole thing down there is running on automatic."

Hame said urgently: "There's not enough power to get them out. We did all we could to stop the system from choking."

The Doctor frowned as he asked: "Who's we? How did you survive?" He asked her, and she answered reverently: "He protected me. And he has waited for you, these long years."

"Doctor." A mighty and deep voice echoed in the Doctor's mind, and the Doctor's face slacked with shock. The Doctor turned and ran around a corner. "The Face of Boe!" He exclaimed as he saw the giant tank with the last of Boe kind peering at him with tired, old eyes.

"I knew you would come." The Face of Boe said, and the Doctor knelt down right before the Face of Boe, peering at him intently. Hame said as she walked up slowly: "Back in the old days, I was made his nurse as penance for my sin."

"Old friend, what happened to you?" The Doctor asked in a whisper, and Boe replied sadly: "Failing." The Doctor lifted his hand to the tank while Novice Hame explained: "He protected me from the virus by shrouding me in his smoke."

The Doctor turned to look at her as she continued: "But with no one to maintain it, the City's power died. The under-city would have fallen into the sea." The Doctor's face took on a look of realization and he turned back to Boe, murmuring: "So he saved them."

Hame nodded as she answered: "The Face of Boe wired himself into the mainframe. He's giving his life force just to keep things running." The Doctor turned to her in confusion as he pointed out: "But there are planets out there. You could have called for help."

Hame bowed her head as she said quietly: "The last act of the Senate was to declare New Earth unsafe. The automatic quarantine lasts for one hundred years." The Face of Boe groaned as he breathed heavily, and the Doctor's brows furrowed.

"So the two of you stayed here," he murmured as he rose to his feet, turning to Hame, "on your own for all these years." Hame whispered: "We had no choice."

The Doctor looked at her pityingly before reaching out to touch her shoulder. "Yes, you did." He told her reassuringly, and Face of Boe murmured as he gasped for breath: "Save them, Doctor. Save them."

* * *

Lily P.O.V.

Milo began to click the engine, getting ready to start it up. "How much air's left?" Cheen asked, and Milo answered softly: "Two minutes."

They were all sweating from the lack of aircon, and while they were trying not to breathe too deeply, it was difficult as the amount of carbon dioxide inside the car increased. Lily sat with pursed lips in thought.

"I wish the Doctor were here, he would know what to do. I wonder what he's doing now" Lily sighed. Milo looked at her pityingly while Cheen commented: "He looked kind of nice. Your friend."

Lily sighed. "He's so much more than that." Lily murmured with a sad smile. Cheen saw it and asked: "Are you and him…?" Lily caught on and shook her head. "No, he doesn't think of me like that. He… he used to love someone, someone close to me as well. And then we lost her."

"I'm so sorry." Cheen whispered, and Lily shook her head. "Don't be." They sat quietly before Cheen asked: "I never even asked. Where's home?"

Lily sighed. "A long way from here. I just… I followed the Doctor. Travelling. I've got no-one left at home, and it seemed the right thing to do." Milo interjected hesitantly: "So, er, who is he, then, this Doctor?"

Lily smiled a little at that. "He's a Time Lord and a mystery. There's so much he never says, and so much pain inside him. But he doesn't let it stop him as he goes around the universe, working wonders. He's saved so many lives and I've never regretted trusting him."

Lily saw Cheen and Milo share a skeptical look and she chuckled. "Trust me, you lot have your faith in your songs and hymns. And I've got the Doctor." "Right." Milo nodded, and he turned the car back on.

"Systems back online." The computer said, and Lily gripped the back of their seats. Milo grasped Cheen's hand, and glanced at Lily. "Good luck." He said softly and Lily smiled grimly.

"And you." She replied, before they flew off again. They yelped and Cheen shrieked as the claws snapped at them, and Lily begged in her mind. _Please Doctor, don't let me down!_

* * *

Doctor P.O.V.

The Doctor had managed to get the computer working, and he finally spotted what he'd been looking for. "Car four six five diamond six. It still registers! That's Lily. I knew she was good."

He grinned before he called: "Novice Hame, hold that in place." He indicated a lever, and she moved to grab it quickly. He worked with a bunch of wires, muttering: "Think, think, think, think. Take the residual energy, invert it, feed it through the electricity grid."

He slammed a button, and Hame protested: "There isn't enough power." The Doctor laughed: "Oh, you've got power. You've got me. I'm brilliant with computers, just you watch."

He was working at another control bank. "Hame, every switch on that bank up to maximum." He ordered, and she turned to do his bidding immediately. "I can't power up the city, but all the city needs is people." The Doctor muttered as he soniced a power box, and Hame asked: "So what are you going to do?"

The Doctor stood up again, and yelled: "This!" He threw a huge switch, and the lights went out. Hame and the Face of Boe looked around while the Doctor moaned: "No, no, no, no, no, no, no."

* * *

Lily P.O.V.

They'd been flying desperately, but something whacked them. Lily shrieked as they went spinning, Milo unable to control them anymore. Cheen screamed while Milo yelled, and suddenly they were brought to a halt. They all gasped, looking around, when suddenly the car shook violently.

Cheen screeched as a claw waved them about, crushing in on them and Lily screamed in horror to see the sides of the car bending under the claw's power. "We're done for!" Milo yelled, and Lily screamed at the top of her lungs: "Doctor!"

* * *

Doctor P.O.V.

The Doctor was working at a panel, muttering: "The transformers are blocked. The signal can't get through." "Doctor." The Face of Boe groaned out and the Doctor called over his shoulder: "Yeah, hold on, not now."

"I give you my last-" The Face of Boe exhaled heavily, and suddenly all the lights switched back on, the power back. The Doctor glanced back at the Face of Boe and yelled as he ran to the switch: "Hame, look after him. Don't you go dying on me, you big old face. You've got to see this."

He flung down the switch while Hame worked over the Face of Boe. "The open road. Ha!" The Doctor cried triumphantly. There was a banging as the world opened up for the people trapped in the motorway, and the people saw the sun again for the first time in years.

* * *

Lily P.O.V.

They'd just managed to just make it away, but the car was still shaking as the claws snapped at them. Suddenly the monitor switched on and Lily's heart leapt as the Doctor said on camera: "Sorry, no Sally Calypso. She was just a hologram. My name's the Doctor."

Cheen looked at Lily in wonder as the Doctor said seriously: "And this is an order. Everyone drive up. Right now. I've opened the roof of the motorway. Come on. Throttle those engines. Drive up. All of you. The whole under-city. Drive up, drive up, drive up! Fast! We've got to clear that fast lane. Drive up and get out of the way."

Lily beamed and she almost squealed in delight despite the jostling as the claws snapping at them when the Doctor called: "Oi! Car four six five diamond six. Lily! Drive up!"

"We can't go up! We'll hit the layer!" Milo cried and Lily yelled in delight: "Just do as he says! Go up!" The Doctor continued on screen: "You've got access above. Now go!"

Milo steered the car up, out of the claws, out of the smog. They all blinked in wonder at all the cars on the motorway flying up and out.

"It's daylight. Oh my God, that's the sky. The real sky." Cheen murmured in awe and Lily could hear the tears in her voice. Lily took the woman's hand as she said softly. "That's the Doctor for you. He did it."

She beamed, and Cheen and Milo shared a kiss as they all smiled delightedly.

* * *

Doctor P.O.V.

"Did I tell you, Doctor? You're not bad, sir. You're not bad at all! Oh, yee-hah!" Brannigan shouted happily into the radio at the Doctor, and the Doctor replied into his radio, while Hame worked over the Face of Boe: "You keep driving, Brannigan. All the way up. Because it's here, just waiting for you."

The Doctor moved to look out the window at the view. "The city of New New York, and it's yours. And don't forget I want that coat back. And Martha too, please."

Brannigan laughed as he said: "I reckon that's a fair bar gain, sir." The Doctor smiled before he spoke into his radio again: "And Car four six five diamond six, I've sent you a flight path. Come to the Senate."

"On my way." Lily's voice replied and the Doctor smiled.

"It's been quite a while since I saw you, Lily Tyler." He said softly. He grinned as she called back teasingly: "It's only been a couple hours and you're turning mushy on me. You're becoming quite clingy, mister."

"Doctor!" Hame called urgently, and he looked back just as a large crack appeared on the tank. It spread all over, and the Doctor's smile disappeared as he stared while the Face of Boe's breathing became labored.

* * *

Lily P.O.V.

Lily ran out of the car, waving goodbye at Milo and Cheen. She turned and spotted Martha.

"Martha!" She yelled delightedly, and the girl turned. They ran at each other, hugging and squealing. "Where's the Doctor?" Martha asked, and Lily nodded into the Senate building. "He said come there."

They took off, and Lily asked as they ran: "Why have you got his coat?" "Long story." Martha laughed, and Lily joined her. They ran in, and their smiles disappeared. Lily took in the skeletons lying all around the place, and fear gripped her heart.

"Doctor?" She called, and she breathed in relief when the Doctor's voice replied from around the corner: "Over here." The girls ran over, Martha asking: "Doctor! What happened out there?"

They both skidded to a stop as they saw the Face of Boe lying outside his tank, Novice Hame and the Doctor kneeling beside him. "What's that?" Martha asked while Lily's eyes filled with tears.

"The Face of Boe." Lily whispered, and the Doctor nodded at them.

"It's all right." He soothed Martha. "Come and say hello. And this is Hame. She's a cat. Don't worry." He added as he saw Martha's confused face while Lily knelt down beside him, staring at the Face of Boe.

"What happened to him?" Lily asked in a tearful whisper and the Doctor replied: "He's the one that saved you, not me." Hame said tearfully: "My lord gave his life to save the city, and now he's dying."

The Doctor chided while a tear streaked down Lily's cheek: "No, don't say that. Not old Boe. Plenty of life left." "It's good to breathe the air once more." The Face of Boe whispered. Martha knelt beside Hame, peering down sadly as she asked: "Who is he?"

The Doctor replied softly: "I don't even know. Legend says the Face of Boe has lived for billions of years. Isn't that right?" He asked his friend. "And you're not about to give up now."

"Everything has its time." The Face of Boe replied. "You know that, old friend, better than most."

Hame murmured: "The legend says more." Lily's heart almost stopped and the Doctor warned: "Don't. There's no need for that."

Lily whimpered but Hame continued softly: "It says that the Face of Boe will speak his final secret to a traveller, and the keeper of his hearts." Martha glanced at Lily, but the brunette didn't notice, her gaze fixated on the dying Boe.

"Yeah, but not yet. Who needs secrets, eh?" The Doctor said, trying to be cheery, but the Face of Boe whispered: "I have seen so much. Perhaps too much. I am the last of my kind, as you are the last of yours, Doctor."

Lily and Martha glanced at him tearfully, but the Doctor only addressed Boe as he murmured: "That's why we have to survive. Both of us." He paused before he pleaded quietly: "Don't go."

"I must." The Face of Boe murmured. "But know this, Time Lord. You are not alone."

The Doctor's brow furrowed in confusion, but then the Face of Boe breathed for the last time. Hame began to weep, and Martha stood, moving back so the others could grieve. Lily bowed her head as tears slid down while the Doctor stared in sororwful disbelief at the last of Boe kind. He glanced over, and reached for Lily, pulling her in close. She hugged him, sobbing into his chest while Martha watched on sadly.

She thought about what Hame had said: _The traveller and the keeper of his hearts._ She swallowed sadly as she realized she was looking at them now. But she couldn't find it in her to be jealous as she watched the other girl weep while the Doctor tucked her head beneath his chin protectively, his own eyes glazed with tears that never shed.

* * *

They walked down into the Pharmacy street and the Doctor commented: "All closed down." Lily blinked in surprise, while Martha called: "Happy?" The Doctor joked as he peered into one of the stalls: "Happy happy."

The girls chuckled, but Lily stopped rather quickly as she glanced around again. "But why'd they go?" Lily wondered. Martha glanced at the Doctor with raised brows but he answered simply: "No idea."

Lily raised her brows at him but let it go when the Doctor continued nonchalantly: "New New York can start again. And they've got Novice Hame. Just what every city needs. Cats in charge. Come on, time we were off."

He began to walk off down the street to the Tardis, but Martha stopped him as she asked: "But what did he mean, the Face of Boe? You're not alone." The Doctor turned back to them. "I don't know." The Doctor answered seriously, shrugging a little.

"You've got us." Martha pointed out, gesturing to herself and Lily. "Is that what he meant?" She asked with a smile, and Lily sighed as she shook her head. The Doctor just said: "I don't think so."

Martha's smile dropped and the Doctor smiled apologetically. "Sorry." He said, and then he continued to walk, while Martha asked: "Then what?" "Doesn't matter. Back to the Tardis, off we go." The Doctor said airily.

Lily's shoulders sagged, and Martha sat firmly on a chair nearby. The Doctor and Lily looked at her in surprise. "All right, are you staying?" The Doctor asked sarcastically but Martha said firmly: "Till you talk to me properly, yes."

"Fine then, come on, Lily." He turned back around, but stopped at the sound of a chair scraping across the pavement. He turned back and groaned to see Lily had dragged a chair over and was sitting firmly next to Martha. "No." She said flatly, and he sighed.

"He said last of your kind." Martha continued as though uninterrupted, but she sent a grateful grin at the other girl. "What does that mean?"

"It really doesn't matter." The Doctor snapped a little, when Lily chimed in softly: "You don't talk, not really. I barely know myself and I've been travelling with you for a year now."

"You never say. Why not?" Martha added, when suddenly they heard a choir singing. "It's the city." Martha realized as they looked up into the sky, listening.

"They're singing." Lily whispered, before looking at the Doctor. She got up, gently taking his hand. He glanced at her as she guided him over to Martha. She looked at him expectantly and he sighed.

"I'm not just a Time Lord." He told Martha. "I'm the last of the Time Lords. The Face of Boe was wrong. There's no one else." Martha's face softened and she asked quietly: "What happened?"

The Doctor paused, but Lily gently sat him down on the chair. He paused, then pulled Lily onto his lap as he told his tale to both of them: "There was a war. A Time War. The last Great Time War. My people fought a race called the Daleks, for the sake of all creation. And they lost."

Martha's face fell but he didn't notice as he played with Lily's hands, lost in thought. "They lost. Everyone lost. They're all gone now. My family, my friends, even that sky. Oh, you should have seen it, that old planet. The second sun would rise in the south, and the mountains would shine."

Lily's lips tugged into a small smile as he continued, both girls listening intently: "The leaves on the trees were silver, and when they caught the light every morning, it looked like a forest on fire. When the autumn came, the breeze would blow through the branches like a song..."

He went on and on, and the three sat for hours as the Doctor finally opened up to them and told them about Gallifrey.


	53. 19-1 Daleks in Manhattan

The Doctor sat next to the Tardis console, thinking. His mind felt easier after telling his story to someone. And now Lily knew, and between what she'd learnt from Rose and now from him, she knew even more than even Rose had known. But it felt right, and now the Doctor was wrestling with himself because he wanted her to know more. And it wasn't safe for her.

He'd lied to her, perhaps not directly because she would never ask, but he had allowed her to believe she wasn't important to him beyond friendship. And the lies were hurting him. He wanted to tell her, and to see if she felt the same way.

Sometimes he thought she did, when she looked at him a certain way with those shining eyes. But then, she never really reacted- not even when he'd kissed Martha. He sighed, rubbing his eyes. This was going nowhere.

He tossed the subject from his mind- again- vowing to come back to it later- again. He looked up and almost sighed when he saw the subject of his thoughts walk in. She saw him and grinned, and he shook himself mentally while grinning back at her.

"So, where're we headed next?" She asked him lightly as she leaned on the console. The Doctor smiled and leapt up, beginning to punch buttons. "Where do you want to go?" He asked, and Lily smiled.

"Somewhere amazing." He grinned at her and nodded. "Somewhere amazing it is then. Allons-y!" He cried as he pulled a lever. Lily laughed and shouted: "Martha! We're on our way!"

* * *

The Tardis wheezed and whooshed as it landed, and Martha stepped out first, excited. The Doctor held the door for Lily, and she stepped out with the Doctor behind her.

"Where are we?" Martha asked excitedly, and Lily peered around to see they were standing at the exterior corner of an Army base. She looked up and her eyes widened.

"Ah, smell that Atlantic breeze. Nice and cold. Lovely." The Doctor exulted, before he winked at Lily. "Ah, Lily's spotted her. Martha, have you met my friend?" Martha turned around, and they all stared up.

"Is that? Oh, my God." Martha breathed. "That's the Statue of Liberty." The Doctor mused: "Gateway to the New World. 'Give me you tired, your poor, your huddled masses yearning to breath free.'" He quoted, and Lily laughed.

"So, we've come from New New York, to New York, then?" She asked, looking at him, and the Doctor laughed with her. "That's so brilliant." Martha breathed as she continued to stare at the statue.

"I've always wanted to go to New York." Martha commented, and then added hastily: "I mean the real New York, not the new, new, new, new, new one." "You missed a couple 'new's". Lily teased, and the girls laughed while the Doctor turned around and nodded at the city across from them.

"Well," he commented, "there's the genuine article. So good, they named it twice." The Doctor led them down towards a pier as he continued, the girls following while smiling broadly: "Mind you, it was New Amsterdam originally. Harder to say twice. No wonder it didn't catch on. New Amsterdam, New Amsterdam."

Lily laughed while Martha commented: "I wonder what year it is, because look, the Empire State Building's not even finished yet." "Work in progress." The Doctor agreed.

Lily peered to the side, and bent down while the Doctor murmured: "Still got a couple floors to go," Martha noticed Lily picking something up from the bench nearby while the Doctor mused "and if I know my history, that makes the date somewhere around-"

"November 1st, 1930." Martha told him as she leant over Lily's shoulder at the New York Record. The Doctor paused before saying confusedly: "You're getting good at this."

He turned to them, and rolled his eyes. "Of course, leave it to Lily." He teased, and she grinned at him while Martha rolled her eyes. "Hey, you, that hurt." She teased, before looking down at the papers again.

"Eighty years ago." She murmured and Lily suddenly frowned at something while Martha continued: "It's funny, because you see all those old newsreels all in black and white," the Doctor saw Lily's face and leaned over to peer at what she was looking at, " like it's so far away, but here we are. It's real. It's now."

She laughed delightedly while Lily and the Doctor exchanged glances. "Come on then, you two. Where do you want to go first?" She asked, turning to them and finally noticing their frowns and thoughtful expressions.

The Doctor told her: "I think our detour just got longer." Lily turned the paper so that Martha could read the title.

"Hooverville Mystery Deepens." Martha read, and then looked up at them. "What's Hooverville?" She asked. Lily shrugged and the Doctor pursed his lips.

* * *

They were walking down Central Park, Lily and Martha containing their excitement for now as the Doctor explained: "Herbert Hoover, thirty first President of the USA, came to power a year ago. Up till then New York was a boom town, the Roaring Twenties, and then."

He paused and Lily's eyes brows shot up. "The Wall Street Crash." Lily realized. Martha's eyes widened as she repeated: "The Wall Street Crash. When was that, 1929?" She asked the Doctor.

"Yeah." The Doctor told them. "Whole economy wiped out overnight. Thousands of people unemployed. All of a sudden, the huddled masses doubled in number with nowhere to go. So, they ended up here in Central Park."

Lily and Martha looked surprised and Martha asked: "What, they actually live in the park?" The Doctor looked at them. "In the middle of the city?" She added skeptically and he raised his brows at them. Martha frowned while Lily's brows furrowed.

They walked just a bit further and soon reached Hooverville. A downtrodden town, filled with ragged people and little sheltered spaces held together by anything the people could get their hands on. Lines of washing hung around in the air, and sickness floated about as they heard people coughing and hacking from different sides.

 **"** Ordinary people lost their jobs." The Doctor said quietly as they walked through. "Couldn't pay the rent and they lost everything. There are places like this all over America. No one's helping them."

People stared at them briefly, and Martha and Lily huddled in a little tighter. "You only come to Hooverville when there's nowhere else to go." He told them, and Lily was startled as a man yelled out: "You thieving lowlife!"

She glanced over into a side street where a brawl was taking place as two men shouted something about a loaf of bread. A dark-skinned man came out of a nearby tent, ordering: "Cut that out! Cut that out right now!"

He broke up the fight and the man who'd yelled first said angrily: "He stole my bread!" "That's enough!" The leader ordered before he turned to the accused man.

"Did you take it?" He asked and the man said angrily: "I don't know what happened. He just went crazy." The accuser became furious and tried to throw another punch, but people pulled him back.

The Doctor turned around and led them back to where the leader was ordering again: "That's enough!" The leader turned and warned the accused man: "Now, think real careful before you lie to me."

The trio stood and watched as the accused man said: "I'm starving, Solomon." Soloman simply held out his hand, and the accused man hung his head, reaching into his coat and pulling out the bread to the dark murmurs of the crowd that had gathered to watch.

Soloman snatched it from him, saying as he glared at the two men: "We all starving. We all got families somewhere." He broke the loaf in half, handing each man an equal share. They each took it and Solomon reminded them: "No stealing and no fighting. You know the rules."

He raised his voice so that it carried to the crowd. "Thirteen years ago I fought in the Great War. A lot of us did. And the only reason we got through was because we stuck together." He glared between the two men. "No matter how bad things get, we still act like human beings. It's all we got." He finished, and the men retreated, with dark looks.

"Come on." The Doctor whispered to Martha and Lily, before stepping up to Solomon as the crowd dispersed. "I suppose that makes you the boss around here." The Doctor commented as they followed Solomon's steps, and Solomon glanced at them.

"And, er, who might you be?" He asked, coming to a stop. Martha glanced up at the Doctor, who remained silent. So Martha answered: "He's the Doctor. I'm Martha. This is Lily."

Lily sent a grim smile to Solomon, who looked at the Doctor in surprise. "A doctor. Huh." Solomon grunted. The Doctor smiled at the other man, but it didn't reach his eyes.

Solomon continued slowly: "Well, we got stockbrokers," he nodded at a nearby man, "we got a lawyer," Lily saw a man leaving a tent, "but you're the first doctor. Neighborhood gets classier by the day." Solomon said sarcastically.

Martha asked with concern: "How many people live here?" Solomon glanced at her and answered: "At any one time, hundreds." Lily looked around sadly, while Solomon continued: "No place else to go. But I will say this about Hooverville."

He turned back to face them as he said: "We are a truly equal society." The Doctor looked about while Martha's face fell in sadness at the situation. "Black, white, all the same. All starving." Solomon chuckled a little, sounding grim.

"So you're welcome, all three of you." He said seriously. But then he paused as he looked at the Doctor. "But tell me." He began a little sarcastically: "Doctor, you're a man of learning, right? Explain this to me."

He gestured over at the Manhattan skyline, which could be seen from where they were situated as it shone brightly against the sun. He led them a little over so that they could see the Empire State Building.

"That there's going to be the tallest building in the world." He told them, and the three of them looked up at it while Solomon turned to them. "How come they can do that," he pointed at the building, "when we got people starving in the heart of Manhattan?" He asked darkly.

Martha gazed at the building sadly while the Doctor and Lily watched Solomon leave. Lily lifted her eyes to the building again, staring at it with pursed lips. After a moment, the Doctor wandered after Solomon, and Lily and Martha followed.

They approached the man slowly as he stood outside his tent, and the Doctor called, drawing Solomon's attention: "So," he pulled the newspaper from earlier out of his jacket, "men are going missing. Is this true?" He held the paper up for Solomon to see, and the man peered at it before sighing.

"It's true all right." He said as he took the papers. He nodded his head to his tent, stepping in. The Doctor and the girls followed him as the Doctor peered into the tent, asking: "But what does missing mean? Men must come and go here all the time. It's not like anyone's keeping a register." The Doctor pointed out, and Solomon gestured for them to follow him.

"Come on in." He said, and they all slipped in, sitting around Solomon's small fire as he explained: "This is different." "How different?" Lily asked from her perch next to the Doctor, and Martha added from her spot across from them: "In what way?"

Solomon replied: "Someone takes them," the Doctor's face changed and he listened more intently, "at night. We hear something, someone calls out for help. By the time we get there, they're gone like they vanished into thin air."

The Doctor asked with furrowed brows: "And you're sure someone's taking them?" Solomon smiled grimly as he explained: "Doctor, when you got next to nothing, you hold on to the little you got. Your knife, blanket, you take it with you."

Lily's shoulders slumped as she understood where he was going with this. "You don't leave bread uneaten, fire still burning." Solomon finished and Martha asked sadly: "Have you been to the police?"

Solomon looked at her, smiling sarcastically as he replied: "Yeah, we tried that." His smile dropped as he said angrily: "Another deadbeat goes missing, big deal."

Lily and Martha slumped, Martha nodding at him in silent understanding. The Doctor murmured: "So the question is, who's taking them and what for?" His brows furrowed, but suddenly a voice called from beyond the entrance to the tent.

"Solomon!" They all looked up to see a young man, hardly more than a boy really, run into the entrance. "Solomon, Mr. Diagoras is here." The young man said, and Lily watched as Solomon's face dropped into a serious frown. He stooped to pick up his hat, and left quickly.

The Doctor shared a look with the girls, and they followed Solomon out quickly. Lily looked up to see three well-dressed men, all dressed in expensive looking suits and hats, standing on a crate in the middle of the slum.

The man in the centre, whom Lily presumed was Mr. Diagoras, called: "I need men. Volunteers. I've got a little work for you and you sure look like you can use the money."

The young man who'd called Solomon called out: "Yeah. What is the money?" "A dollar a day." Mr. Diagoras replied, and Lily couldn't believe her ears. She heard scoffing in the crowds, so clearly they thought so too. Solomon called: "What's the work?"

Mr. Diagoras called back: "A little trip down the sewers." The Doctor's eye twitched and he cocked his head. "Got a tunnel collapsed needs clearing and fixing. Any takers?" The crowd was murmuring angrily, none of them interested.

"A dollar a day?" Solomon said loudly, and the murmuring stopped so that his voice could be heard clearly. "That's slave wage. And men don't always come back up, do they."

He looked at Diagoras pointedly, and the man said complacently: "Accidents happen." He shrugged, and the Doctor asked: "What do you mean? What sort of 'accidents'?" Lily glanced at him, not liking where she could see he was going.

"You don't need the work? That's fine." Diagoras leered at the Doctor, before turning away. "Anybody else?" He called as the Doctor raised his hand. Lily sighed in defeat, and raised her hand as well.

Martha stared at them while Diagoras said annoyed: "Enough with the questions." Lily sighed again while the Doctor glanced at her and said: "Oh, no, no, no. I'm volunteering. I'll go. And I think she's with me."

Diagoras raised his brows at Lily and she nodded. "I'm volunteering as well." She called, making sure her voice carried. She saw the young man and Solomon exchange looks while Martha also raised her hand. "I'll kill you for this." She whispered at them, and the Doctor chuckled at her while Lily muttered: "Don't worry it's all on him."

"Anybody else?" Diagoras called, and Lily was unsurprised to see the young man raise his hand swiftly. The Doctor also saw, and grinned over at the young man, and Solomon standing next to him. Lily saw Solomon make a face before he also lifted his hand half-heartedly.

* * *

Lily could hear rats squeaking as they all climbed down into the sewers. Solomon was carrying a shovel and they each had a torch, while Lily carried looped ropes on her shoulder. They were waiting for the last one, the young man- Frank, to climb the ladder down.

As soon as he was in, Mr. Diagoras said: "Turn left. Go about a half a mile. Follow tunnel two seven three. Fall's right ahead of you, you can't miss it." Frank asked flatly: "And when do we get our dollar?"

Diagoras looked at him and said lightly: "When you come back up." "And if we don't come back up?" The Doctor asked in a low voice as he stared straight at the man. Diagoras just said simply: "Then I got no one to pay."

The Doctor's brows raised and Lily said sarcastically: "Oh, I like the sound of that." Solomon said firmly, flashing his torch at Diagoras's face: "Don't worry, we'll be back."

"Let's hope so." Martha muttered as Solomon turned and led them down the tunnel. Lily stayed next to the Doctor as he and Diagoras had a staring match. The Doctor turned slowly as Frank was saying: "We just got to stick together. It's easy to get lost."

The Doctor turned around fully, taking Lily with him as they followed the others, leaving Diagoras behind them as they walked into the sewer tunnels. Frank continued to say to Martha: "It's like a huge rabbit warren. You could hide an army down here."

The Doctor moved on ahead, looking around and Lily fell in step with Martha and Frank as Martha asked: "So what about you, Frank? You're not from around these parts, are you?" He scoffed at that.

"Oh, you could talk." He chuckled, before he explained: "No, I'm Tennessee born and bred." Lily looked at him surprised. "How'd you end up here?" She asked, making him realize she was there.

He glanced at her, and took the ropes hanging on her shoulder from her, slinging them over his own shoulder as he answered lightly: "Oh, my daddy died." Lily and Martha's faces fell but he pretended not to see.

"Mama…" he paused before he continued: "couldn't afford to feed us all. So, I'm the oldest, up to me to feed myself. So I put on my coat, hitched up here on the railroads." Lily glanced at him, and he just smiled at her when he saw her sad eyes.

"There's a whole lot of runaways in the camp, younger than me, from all over. Missouri, Oklahoma, Texas. Solomon keeps a lookout for us." He gestured up front, and Solomon glanced back.

Martha and Lily smiled at the kind man, while Frank grinned at the man in thanks. "So, what about you two?" Frank asked the girls as Solomon turned back to the front. "You're a _long_ way from home." He commented, chuckling a little and Lily joined in.

Martha smiled as she replied: "Yeah, I'm just a hitcher too." Frank nodded before glancing at Lily. "And you?" He asked, and Lily smiled. "Me too." She replied softly and the young man grinned at them.

"You stick with me, you'll be all right." He grinned, and the girls smiled back when the Doctor suddenly piped up. "So this Diagoras bloke, who is he then?"

The three younger ones at the back fell silent as Solomon explained: "A couple of months ago, he was just another foreman. Now, it seems like he's running most of Manhattan." The Doctor looked at Solomon with raised brows while Lily frowned. She listened intently as the Doctor asked: "How'd he manage that then?"

Solomon answered: "These are strange times. A man can go from being King of the Hill to the lowest of the low overnight." The Doctor suddenly noticed something on the floor.

"It's just for some folks it works the other way round." Solomon finished but the Doctor wasn't paying attention anymore. "Whoa!" The Doctor called, pulling them to a stop as he pointed his torch at the ground. Lily and Martha peered around the two men in front to see what looked like a luminous green jellyfish.

Martha gasped, leaning down to shine her torch on it as she asked: "Is it radioactive or something?" The Doctor pushed her aside so he could kneel down, and Martha quickly moved to his other side so she could also kneel down.

Lily peered over the Doctor's shoulder while Martha gagged. "It's gone off, whatever it is." She moaned while the Doctor placed his glasses on his nose. The Doctor reached down, picking the thing up and Lily wrinkled her nose in disgust while Martha complained: "And you've _got_ to pick it up."

The Doctor brought it up to his nose and sniffed it. Martha gagged again while Lily frowned as she wrinkled her nose again. "That's disgusting." She said flatly. The Doctor simply told her: "Shine your torch through it."

Lily did as she was told, and the Doctor murmured as he rubbed all over the slimy thing: "Composite organic matter. Martha?" He turned to the girl who still had her hand clapped over her mouth. "Medical opinion?"

Martha removed her hand and said, while the Doctor turned back to the thing: "It's not human. I know that." Frank and Solomon exchanged looks while the Doctor murmured: "No, it's not."

He stood up abruptly, his voice back to its normal range as he said: "And I'll tell you something else. We must be at least half a mile in. I don't see any sign of a collapse, do you?" He asked in a dark voice.

Lily groaned as she realized he was right, and they all looked around slightly alarmed, pointing their torches as the Doctor continued: "So why did Mister Diagoras send up down here?"

"Where are we now? What's above us?" Martha asked fearfully and the Doctor replied with a shrug: "Well, we're right underneath Manhattan." "No, really?" Lily muttered sarcastically.

* * *

They'd continued down the tunnel for some time now, and Solomon murmured: "We're way beyond half a mile. There's no collapse, nothing." Lily frowned as she walked right behind the Doctor and Martha questioned: "That Diagoras bloke, was he lying?"

"Looks like it." The Doctor answered and Frank asked in a low voice: "So why'd he want people to come down here?" They'd paused by some grates, and the Doctor addressed Solomon.

"Solomon, I think it's time you took these three back." The Doctor nodded at the three youngers, and both Lily and Martha frowned. "I'll be much quicker on my own."

Lily opened her mouth to argue when suddenly squeals echoed around the tunnel. They all turned around, each facing a different intersection of the tunnel as they looked around for the source of the sound. What freaked Lily out was the fact that it sounded like pigs.

"What the hell was that?" Solomon asked in a low voice, and Frank called: "Hello?" "Frank" Solomon warned in a whisper while Martha shushed him urgently. Frank whispered to them: "What if it's one of the folk gone missing? You'd be scared and half mad down here on your own."

The Doctor turned to the young man. "Do you think they're still alive?" He asked in a low voice, and Frank shrugged as he said: "Heck, we ain't seen no bodies down here. Maybe they just got lost."

There were more squeals and they all turned in alarm, looking around frantically. "I ain't never heard nobody make a sound like that." Solomon said and Lily added: "It sounded almost like… pigs."

Frank whispered: "Where's it coming from?" There was more squealing and the Doctor stepped forward in the direction of the sound. "Sounds like there's more than one of them." Frank said fearfully.

"This way." The Doctor murmured as he headed down one side of the corridor. Lily hesitated from following, unsure when Solomon said, pointing down a different path: "No, that way."

Martha turned in the opposite direction from the Doctor, and her torch lit up a figure crouched over at the far end of the tunnel. She turned, and whispered, terrified: "Doctor?"

They all turned to look, pointing their torches at the figure. They all huddled in closer to peer at it as Solomon called: "Who are you?" It gave a groan, and Frank called: "Are you lost?"

The figure had sat up, and grunted at them. Frank tried again: "Can you understand me?" He made to take a step forward as he said: "I've been thinking about folk lost down-" "It's all right, Frank." The Doctor interrupted in a low voice as he motioned with his hand for Frank to stay put.

Lily and Martha stared at the figure cautiously as the Doctor told Frank: "Just stay back. Let me have a look." The Doctor stepped forward and Lily said softly: "Doctor."

"It's alright, Lily." He reassured her and she waited hesitantly as the Doctor walked forward slowly. "He's got a point, though, my mate Frank." The Doctor said to the figure as he walked closer.

"I'd hate to be stuck down here on my own. We know the way out. Daylight. If you come with us-" He broke off as he knelt down and saw that the figure, although dressed in a man's clothes, was in fact a pig. He breathed: "Oh, but what are you?"

Lily's eyes widened and Solomon asked in a shaky voice: "Is that, er, some kind of carnival mask?" He tried, sounding hopeful but the Doctor dashed his hopes. "No, it's real." The Doctor called back, and then he turned back to the pig-man who squealed sadly.

The Doctor looked at him with sad eyes, saying softly: "I'm sorry. Now listen to me. I promise I can help." There was the sound of footsteps, but the Doctor ignored it, assuming it was either Martha or Lily as he asked the pig-man: "Who did this to you?"

Martha and Lily's eyes widened as they lifted their torches and saw further down the tunnel. Martha called, her voice shaking: "Doctor? I think you'd better get back here."

The Doctor turned to see more pig-men coming around the corner of the tunnel. They all grunted a little as they walked over slowly, and Lily finally called sharply: "Doctor!" The Doctor stood slowly, and murmured: "Actually, good point."

He backed slowly towards them and Martha said terrified: "They're following you." "Yeah, I noticed that, thanks." The Doctor answered, keeping his voice calm and collected. He reached them and they all began to back away slowly as the pig-men approached.

"Doctor." Lily said in a forced calm voice and he replied in the same tone: "Well then, Lily, Martha, Frank, Solomon." They backed back into a tunnel as Martha asked in a high-pitched voice: "What?"

The Doctor said in that forced calm voice: "I think, um...Basically…" He gripped Lily's hand and she knew what he was going to do. Sure enough: "Run!" The Doctor yelled, pulling Lily with him as they all turned tail and ran.


	54. 19-2 Human Dalek

They raced through the tunnel as the pig-men followed them, squealing at the tops of their lungs. Suddenly, Martha skidded to a stop at a junction, and she screamed in a panic: "Where are we going?!"

The Doctor pushed his way through, dragging Lily with him as he turned into a tunnel shouting: "This way!" They all ran after him, the pig-men on their tails. The Doctor suddenly skidded to a halt, pulling back and leading Lily into a side tunnel.

She spotted what he'd seen as he yelled at the others: "It's a ladder! Come on!" He let Lily's hand go as he climbed up first, using his sonic to open the cover at the top. Lily climbed after him quickly as the others raced through behind.

The Doctor pulled her up, and she glanced around to see she was in a prop room of some kind. Martha climbed up after Lily, Solomon behind her and then Frank, but both men were still on the ground when the pig-men saw them.

Frank quickly dropped the rope, reaching forward and grabbing an iron T-bar to defend them as Martha climbed up. "Frank! Frank!" Solomon shouted, before climbing up first as the young man continued to stand guard.

The young man waited for his friend to climb before running back, dashing to the ladder. Solomon and the Doctor reached down to the young man as he climbed, and Solomon called: "C'mon, Frank!" The Doctor yelled encouragingly: "Come on!"

"Frank!" Lily shrieked in alarm when she saw pig-men arriving at the ladder. The Doctor pushed her slightly, and she moved out the way for them to help Frank. The pig-men had grabbed his feet, dragging him down, and Frank was screaming in panic and pain, but the Doctor managed to grab his hand.

"I've got you." He yelled, and Solomon also reached in, grabbing the young man firmly. "C'mon!" "Come on!" Both men yelled desperately, holding onto Frank as they tried to pull him up. Lily waited anxiously, but her hopes were dashed and her fears confirmed when Solomon yelled: "Frank!" And the Doctor screamed: "No!"

Solomon pulled the Doctor back, shoving him to the side and Lily could hear a pig-man getting closer, presumably climbing the ladder. Solomon slammed the lid to the ladder shut quickly.

"We can't go after him." Solomon said firmly as he pressed the lid down tightly while the Doctor rushed over, trying to tug the lid open as he cried: "We've got to go back down. We can't just leave him!"

"No!" Solomon slammed his feet on the lid as he stood up, pulling the Doctor up as he snarled: "I'm not losing anybody else." Martha was looking terrified as she held her hands over her mouth, and Lily quickly moved over to hug the poor girl as Solomon shoved the Doctor away, saying firmly: "Those creatures were from Hell. From Hell itself! If we go after them, they'll take us all!"

His voice broke as he said sadly: "There's nothing we can do." The Doctor glanced at Lily and Martha, and the former sent him a sorrowful gaze. "I'm sorry." Solomon said, wiping his own eyes.

Lily jumped when a woman wearing a long black dress appeared from behind a rack of props, pointing a revolver at them. "All right, then. Put them up." The blonde woman ordered them, and Lily let Martha go immediately. Martha and Solomon raised their hands in surrender immediately, Lily following slowly.

The woman cocked her gun and pointed it at the Doctor, snarling: "Hands in the air and no funny business." The Doctor lifted his hands slowly, joining the rest as they raised their hands higher in a show of surrender.

"Now tell me, you schmucks, what have you done with Laszlo?" She demanded and Martha asked in confusion: "Who's Laszlo?"

* * *

They were all standing at the door to the woman's dressing room as she explained: "Laszlo's my boyfriend. Or was my boyfriend," she glared at them as she cocked her gun at the Doctor again, "until he disappeared two weeks ago. No letter, no goodbye, no nothing."

The Doctor swallowed, Lily clutching the back of his jacket while Martha stood behind her and Solomon stood at the rear, but in clear sight through the open door. She pointed the gun at herself as she said scornfully, rubbing her perfectly set curls: "And I'm not stupid. I know some guys are just pigs," she pointed the gun at them again as she said flatly: "but not my Laszlo."

The Doctor raised a hand gently, backing away a little from the emotional woman's random movements. She continued, jerking the gun around wildly as she asked them: "I mean, what kind of guy asks you to meet his mother before he vamooses?"

Lily was seriously beginning to question their safety- not because she thought the woman would shoot them but because it looked like the woman might just set it off accidentally.

"Yeah." It seemed the Doctor had had enough as well as he raised his hand soothingly, and stammered out: "It might, might just help if you put that down." He gestured at the revolver, and the woman asked confused: "Huh?"

She looked at her hand and then said: "Oh, sure." She tossed it onto a chair in front of her, landing it in her costume. The Doctor flinched, dragging Lily behind him protectively.

"Oh, come on." The woman laughed as she revealed: "It's not real. It's just a prop. It was either that or a spear." She told them as she turned to her mirror. The Doctor slowly let Lily go while Martha stepped forward, asking: "What do you think happened to Laszlo?"

"I wish I knew." The woman replied, and paused in the middle of fixing her makeup as she said: "One minute he's there, the next, zip." She turned back to them as she said: "Vanished."

The Doctor stepped into the room as well, keeping Lily behind him warily as he said slowly: "Listen, ah—what was your name?" He asked the blonde woman, and she replied: "Tallulah."

"Tallulah-" The Doctor began but she interrupted, saying: "Three Ls and an H."

Lily stared at this daft woman, and the Doctor just said: "Right. Um, we can try to find Laszlo, but he's not the only one." He explained. "There are people disappearing every night."

Solomon added: "And there are creatures. Such creatures." He sighed, and Lily looked back at the man sympathetically. Tallulah glanced between them, asking with wide eyes: "What do you mean, creatures?"

The Doctor just interjected: "Look, listen, just trust me. Everyone is in danger." He began to rummage in his pocket as he said: "I need to find out exactly what this is." He held out the jellyfish thing and Lily wrinkled her nose again. The Doctor continued: "Because then I'll know exactly what we're fighting."

Tallulah just leaned back in her chair, before saying: "Yuck."

* * *

The Doctor had gone to look around the props room looking for parts to build a machine of some kind to scan the jellyfish thing. Martha and Lily were with Tallulah as she got ready in her dressing room.

She was just finishing with her jewelry, dressed in a silver outfit with a crown on her head, when she said dreamily: "Laszlo. He'd wait for me after the show. Walk me home like I was a lady. He'd leave a flower for me on my dressing table. Every day, just a single rose bud."

"Haven't you reported him missing?" Martha asked and Tallulah scoffed. "Sure. He's just a stagehand. Who cares? The management certainly don't." She said bitterly, and Martha asked: "Can't you kick up a fuss or something?"

Lily shook her head and Tallulah scorned: "Okay, so then they fire me." "But they'd listen to you. You're one of the stars." Martha protested as she came up to the mirror next to Tallulah and Lily sighed.

Tallulah smiled at Martha as she explained: "Oh, honey, I got one song in a back street revue and that's only because Heidi Chicane broke her ankle. Which had nothing to do with me whatever anybody says." She added, looking at Martha.

Martha rolled her eyes and Lily stood up to join them as Tallulah continued while looking back at her reflection. "I can't afford to make a fuss. If I don't make this month's rent, then before you know it, I'm in Hooverville." She told Martha as Lily came to stand on Martha's other side.

"Okay, I get it." Martha said, exasperated, and Tallulah turned back to her mirror again. "It's the Depression, sweetie." Tallulah sighed. "Your heart might break, but the show goes on. Because if it stops, you starve."

She stood up, looking at the two girls. "Every night I have to go out there," her face was scrunching just a little and both girls' faces saddened as they watched Tallulah continue in a bright voice: "sing, dance, keep going, hoping he's going to come back."

She broke at the end, beginning to cry and Lily reached out to hug the girl tightly. "Hey, it'll be alright." She soothed while Martha reached out and gripped Tallulah's hand.

"I'm sorry." Martha whispered to the poor girl, and Tallulah sniffed before she said in her brave, bright voice: "Hey, you're lucky, though." She pushed off Lily as she said: "You got yourself a forward thinking guy with that hot potato in the sharp suit."

She winked at Martha as she said the end. Lily blinked while Martha said embarrassedly: "Er, he's not. We're not… together." "Oh, sure you are. I've seen the way you look at him. It's obvious." Tallulah scoffed as she moved away to reach for her wings to complete her costume, and Martha glanced at Lily.

The girl's face was unreadable, but Martha knew she was caught. "Not to him." Martha sighed, and Tallulah paused. "Oh… I see." She turned to look at the two of them. "Hmm…You're harder to read." She pointed at Lily, who stiffened a little.

"And I can't say much about him either…" She mused, going quiet for a moment while Lily glanced at Martha, and she knew then that Martha knew of her feelings for the Doctor. In fact, from Martha's face Lily had the sneaking suspicion Martha had already known.

"Still, you got to live in hope." Tallulah said as she shrugged and she continued brightly: "It's the only thing that's kept me going because, well, look." She lifted a white rose bud from her dressing table, showing it to the two girls. "On my dressing table every day still." She explained as Lily took the bud in amazement.

"You think it's Laszlo?" Martha asked, while Lily stayed silent, staring at the rosebud in mute wonder. Tallulah shrugged as she replied to Martha: "I don't know. If he's still around, why is he being all secret like he doesn't want me to see him?"

She looked back at the bud, and Tallulah sighed in a mix of sadness and hope. She then shook herself and left the room, and Martha moved to follow. Lily grabbed Martha quickly, stopping her for a brief chat.

Martha looked at her curiously, and Lily asked quietly: "How did you know I loved him?" Martha's face took a look of understanding, and she glanced uncertainly at Lily, unsure of where the girl was going with this.

"The first time we met. On the moon, when he was…" She swallowed and Lily's face took on a look of realization. Martha continued anyway: "When he was dead for that moment, and I saw your face. I knew."

Lily gripped Martha's hand and asked anxiously: "Why didn't you say anything?" Martha shrugged. "I don't know… I just, I guess I didn't want to admit it when I love him too." She answered quietly and Lily's heart sank a little even though she understood.

"Well, how about friends who can be honest?" Lily asked hopefully and Martha blinked at her. "I doubt the Doctor will ever stop loving Rose enough to give us the time of day. No offense." Lily added quickly seeing Martha's dumbfounded look.

"So, what if… we can just be honest to each other about it, even if we can't ever tell him?" Lily asked and Martha stared at the other girl. "Don't you know he-" She was interrupted as Tallulah called: **"** Girls, it's showtime!"

Lily looked at Martha curiously as a woman's voice said in a sickly sweet voice: "Lois, you spoil my chasse tonight, I'm going to punch you." Lois replied in an equally sweet voice: "Aw, quick complaining, Myrna. Go buy yourself some glasses."

Tallulah called back at Martha and Lily: "Come on, honeys."

Lily glanced at Martha. "Or not, if you don't want to." She told Martha softly, and Martha made a split-second decision. "No, it sounds great." She smiled tentatively, and Lily returned it.

"Friends?" Lily asked, and Martha nodded. "Friends." She replied as they joined Tallulah.

"Take a look." Tallulah said to them, gesturing at the stage. "Ever been on stage before?"

Martha answered a little cockily: "Oh, a little bit. You know… Shakespeare." She said proudly but Tallulah laughed: "How dull is that?" Lily bit back a laugh at Martha's face as Tallulah encouraged: "Come and see a real show."

Martha glanced at Lily as Tallulah tugged them both with her, and the two girls shared smiles behind Tallulah's back before joining her in the wings where they sat for the show.

 **"** Ladies and gentlemen." The Host cried as the showgirls stood behind the curtains, in place as the Host continued: "The Laurenzi… Dancing devils, with Heaven and Hell!"

The curtains opened, and the other showgirls in their red outfits moved, opening their fans to the music to reveal Tallulah in the center, dressed as the angel in white. She began to sing as the audience continued clap and cheer.

Martha suddenly noticed a strange looking man at the other side of the stage, watching the stage from the wings just like she and Lily were. She nudged Lily, and Lily looked over while Martha snuck onto the stage, trying to get across. Lily looked at her in alarm.

"Martha!" She whisper shouted but it was too late, Martha was behind the dancing 'devil' girls. Lily gasped in horror as Martha accidentally grabbed one of the girls' devil tails, pulling them both down.

She placed her hands over her eyes, watching between her fingers at the chaos Martha was causing. Tallulah was asking Martha through grit teeth: "What are you doing?"

"You're on my tail. Get off my tail!" The devil girl was hissing, and the crowd was becoming confused, but they were cheering, thinking it was part of the show- albeit a strange addition.

"Get off the stage. You're spoiling it!" Tallulah said to Martha urgently, and Martha pointed at the strange man as she said: "But look. Over there!" Tallulah saw the pig-man and she screamed. It ran away quickly while everyone stopped, shocked by Tallulah's scream.

All the girls turned to look, while Martha yelled: "Hey!" She began to chase the pig-man and Lily immediately followed. "Sorry! Sorry!" Lily said as she ran past the showgirls, following Martha backstage.

"Wait!" Martha yelled, and Lily followed Martha as she ran into the props room. "Martha! Hold on!" Lily yelled desperately, but Martha ignored her, yelling after the pig-man: "But you're different to the others! Just wait!"

She stopped as there was a clang and Lily caught up to her. "It's gone into the sewers." Lily gasped as both girls tried to catch their breaths.

* * *

Doctor P.O.V.

Meanwhile, the Doctor raced backstage, looking for Lily and Martha. He'd analyzed the jellyfish thing, and located it's origins to the planet Skaro. Now, he was panicked, searching desperately for his friends before any harm befell them.

He heard the show girls around the corner, one of them was saying: "Oh, that face. I ain't never going to sleep." He raced around the corner, and spotting Tallulah, grabbed the woman, demanding: "Where is she? Where's Lily?"

Tallulah looked startled as she said: "I don't know. She ran off the stage."

* * *

Lily P.O.V.

Lily and Martha gasped, trying to catch their breath back, when suddenly a pig-man grabbed Martha from behind. She screamed loudly while Lily screamed: "Martha!" But then Lily screamed too as a pig-man grabbed her from behind as well.

* * *

Doctor P.O.V.

The Doctor heard Martha's scream, and he ran for the props room, Tallulah running after him. The Doctor's blood ran cold as he heard Lily's scream join Martha's, before both disappeared, leaving only the echo.

"Lily!" He yelled as he ran into the props room. "Martha!" He called when he spotted the sewer lid- it hadn't been closed properly. He pulled on his jacket as Tallulah appeared, asking desperately: "Where are you going?"

"They've taken her. Both of them." The Doctor muttered as he tugged the lid back. Tallulah asked: "Who's taken her? What're you doing?" But the Doctor ignored her as he began to climb down.

"I said, what the hell are you doing?" She cried after him but the Doctor continued to ignore her as he landed on the bottom and looked around. **"** Crazy guy." Tallulah muttered before grabbing a fur coat from nearby and climbing down the ladder herself.

The Doctor spotted her and called: "No, no, no, no, no way. You're not coming." "Tell me what's going on." Tallulah demanded as she stood at the top of the ladder. The Doctor said simply: "There's nothing you can do."

"Go back." He urged but Tallulah snapped as she climbed down: "Look, whoever's taken Lily and Martha, they could've taken Laszlo, couldn't they?"

"Tallulah, you're not safe down here." The Doctor warned in a low voice and Tallulah retorted as she stopped beside him: "Then that's my problem. Come on. Which way?"

She stared at him before walking down a random tunnel. The Doctor sighed. "This way." He said as he walked down another tunnel, and Tallulah simply turned and followed him.

* * *

Lily P.O.V.

"No! Let me go!" Martha screamed, and Lily fought with her own captors. "Let her go! And let me go!" Lily demanded, when suddenly the pigs threw them against a wall.

The girls spun around immediately, Martha gripping her wrists as they faced their captors. Lily glared while Martha cringed as the pigs leant in close. Martha gagged a little but Lily's attention was drawn as a line of men walked in a line past them, guarded by more pigs.

"Frank!" Lily gasped, and he looked at them. "Lily. Martha!" He whispered, and Martha gasped as she saw him. "You're alive!" Martha breathed, when the pigs threw the girls at Frank, adding them to the line.

He grabbed them both, and while Lily steadied on her feet, Martha grabbed Frank joyously breathing: "Oh! I thought we'd lost you." A pig-man shoved Frank, pushing them forwards.

Lily glared and snapped: "Alright, alright we're moving." She grabbed Martha's hand, and the frightened girl took Frank's hand as well. "Frank, you alright?" Lily asked over her shoulder as they walked down the tunnels, and Frank nodded.

"Where are they taking us?" He asked, and Lily shook her head. "I don't know." She said softly, her stomach twisting nervously. Martha added in a shaky voice, trying to be brave: "But we can find out what's going on down here."

* * *

Doctor P.O.V.

The Doctor and Tallulah were walking cautiously down the tunnels, the Doctor pointing his torch. Tallulah finally asked: "When you say, 'they've taken her', who's 'they' exactly? And who are you anyway? I never asked."

The Doctor shushed her and Tallulah muttered: "Okay, okay." "Shush, shush, shush, shush, shush, shush, shush." The Doctor hissed urgently as the shadow of a Dalek appeared on the wall ahead.

Tallulah continued obliviously: "I mean you're handsome and all-" The Doctor placed a hand over her mouth, dragging her into a small alcove as the Dalek rolled past.

Tallulah's eyes widened as she stared at it. When it had passed them fully she wrenched the Doctor's hand away but he ignored her as he stared after the Dalek, muttering: "No, no, no, no, no, no, no."

He stepped out to stare out at the retreating Dalek. "They survived." He whispered and then his voice turned dark. "They always survive while I lose everything." "That metal thing?" Tallulah asked, stepping out behind him.

"What was it?" She asked, and the Doctor answered darkly: "It's called a Dalek. And it's not just metal, it's alive."

Tallulah snorted. "You're kidding me." She laughed and the Doctor said sharply, turning to glare at her: "Does it look like I'm kidding?"

Her face dropped as she stared at him, but he turned back to stare into the tunnel as he spat: "Inside that shell is a creature born to hate, whose only thought is to destroy everything and everyone that isn't a Dalek too. It won't stop until it's killed every human being alive."

Tallulah protested, confused: "But if it's not a human being, that kind of implies it's from outer space." She looked at the Doctor and he just gave her a dark look. "Yet again, that's a no with the kidding." Tallulah said her face filling with fear.

"Boy. Well, what's it doing here, in New York?" She asked and the Doctor glared at her fiercely. He then grabbed her arm and started to drag her back through the tunnels.

 **"** Every second you're down here, you're in danger. I'm taking you back right now." He said sharply, but as they turned a corner, they were faced with a pig-man. Tallulah screamed, and it began to scramble about, looking for a place to hide.

"Where's Lily?" The Doctor demanded sharply: "What have you done with her?" He asked as he approached the pig-man who was trying to hide by turning his face to the wall.

"What have you done with Lily and Martha?" The Doctor asked again, and the pig-man replied: "I didn't take her." The Doctor's eyes narrowed- this was the first pig-man to speak.

"Can you remember your name?" He asked softly, and the pig-man begged: "Don't.,. look at me." Tallulah strode forward bravely, concerned for her friends: "Do you know where they are?"

The pig-man protested, lifting a hand as it cried: "Stay back! Don't look at me." Tallulah paused, and the Doctor asked softly: "What happened to you?"

The pig-man replied sadly: "They made me a monster." "Who did?" The Doctor asked darkly, and the pig-man replied: "The masters."

The Doctor frowned as he said: "The Daleks. Why?"

The pig-man answered bitterly: "They needed slaves. They needed slaves to steal more people so they created us-" He broke off before he continued despairingly: "Part animal, part human. I escaped before they got my mind, but it was still too late."

"Do you know what happened to Lily?" The Doctor asked, and the pig-man replied: "They took her. Her and her friend. It's my fault. They were following me." He said guiltily, and Tallulah asked in realization: Were you in the theatre?"

"I never-" the pig-man began but then he hesitated. "Yes." He finally admitted and Tallulah demanded: "Why? Why were you there?"

"I never wanted you to see me like this." The pig-man said sadly, and Tallulah demanded: "Why me?" She stepped closer while the Doctor stood, watching with an impassive face.

"What I got to do with this? Were you following me? Is that why you were there?" She asked, and the pig-man turned around slowly to face her. "Yes." It admitted and Tallulah reeled back a little in shock.

Her eyes went wide and she asked: "Who are you?" "I was lonely." The pig-man said, and Tallulah stepped closer, asking tearfully: "Who are you?" "I needed to see you." "Who are you?" "I'm sorry."

The pig-man turned to go, but Tallulah grabbed his arm, begging: "No, wait. Let me look at you." She said softly, and she tugged him gently under a shaft that let light into the tunnel.

She stared at the pig-man's face, before whispering softly with a smile: "Laszlo? My Laszlo?" Her face crumpled with sorry as she tucked his collar and she asked with a breaking voice: "Oh, what have they done to you?"

"I'm sorry. So sorry." Laszlo said sadly but Tallulah just gazed at him with love and sorrow. The Doctor interjected slowly: "Laszlo, can you show me where they are?"

Laszlo turned to him and protested: "But they'll kill you." The Doctor simply replied: "If I don't stop them, they'll kill everyone."

Laszlo looked at him, before he nodded slowly. He turned back briefly to Tallulah who smiled encouragingly at him, and he turned back to the Doctor. "Then follow me." He said.

* * *

3rd Person P.O.V.

Lily and the other prisoners had stopped, and they looked around anxiously while pig-men guarded them. "What are they keeping us here for?" Frank asked scared, and Martha replied, just as frightened: "I don't know. I've got a nasty feeling we're being kept in the larder."

Laszlo slowly led the Doctor and Tallulah down the tunnel, and they could just spy the group of prisoners, when suddenly the pig-men began to squeal, fidgeting nervously.

Frank looked around and asked, terrified: "What're they doing? What's wrong? What's wrong?" "Silence." A robotic voice said and Lily turned to see a Dalek sliding in as it ordered again: "Silence."

Laszlo hid himself, pulling the Doctor and Tallulah behind the column as well.

"Oh, my God." Lily whispered in shock while Martha asked: "What the hell is that?"

The Dalek ordered: "You will form a line. Move. Move." The pig-men began to shove them into a line, and Lily yelled: "Do as it says! Everyone stay calm, and do as it says!"

The Doctor clenched his hands on the stone column as he heard Lily's voice.

"The female is wise. Obey." The Dalek stated as it pointed its eyestalk at Lily. She tensed and the Doctor's grip tightened, afraid for the girl. Another Dalek rolled in, saying in its emotionless mechanical voice: "Report."

The first Dalek answered as it turned to face its fellow: "These are strong specimens. They will help the Dalek cause." "'Dalek'?" Martha asked in horror, frowning.

Lily nodded, shushing her as the Dalek continued: "What is the status of the Final Experiment?" The second Dalekt replied: "The Dalekanium is in place. The energy conductor is now complete."

Lily's breathing grew heavy- that did not sound good. The first Dalek answered: "Then I will extract prisoners for selection." A pig-man grabbed the first man, dragging him forward as the Dalek lifted its suction scanner, saying: "Intelligence scan, initiate."

The Dalek placed its sucker on the man's face and Frank gripped Martha tightly as the three stared in fear, Lily wishing above all else for the Doctor. "Reading brain waves. Low intelligence." The Dalek declared as it removed its sucker and the man asked, offended: "You calling me stupid?"

The Dalek ordered: "Silence! This one will become a pig slave. Next." The pig-man holding the man dragged him away as the man cried: "No, let go of me. I'm not becoming one of them. No! No."

Lily watched in terror, Martha grabbing Frank in horror as the three pressed themselves to the wall in fear. Laszlo explained to the Doctor: "They're divided into two groups. High intelligence and low intelligence. The low intelligence are taken to become pig slaves like me."

The two men peered around the column while Tallulah complained: "Well, that's not fair." The Doctor shushed her, and Tallulah whispered encouragingly to Laszlo: "You're the smartest guy I ever dated."

He glanced thankfully at her but the Doctor interrupted, his fear making him urgent: "And the others?" "They're taken to the laboratory." Lazlo answered, and the Doctor frowned, asking: "Why? What for?"

Laszlo answered: "I don't know. The masters only call it 'The Final… Experiment'." He said fearfully.

Meanwhile, the Dalek had just finished scanning Frank. "Superior intelligence." It announced, and turned to Martha. "Intelligence scan, initiate." Martha looked at it in fear, closing her eyes when the suction came close.

"Superior intelligence. This one will become part of the Final Experiment." The Dalek announced, and Martha snapped angrily: "You can't just experiment on people. It's insane! It's inhuman!" She screamed at the Dalek, and Lily looked over in alarm.

The Dalek answered: "We are not human." Martha began to sob, as the Dalek turned to Lily. The girl met the Dalek's eyestalk fiercely, holding her breath and trying to quench her fear as the suction came closer while the Dalek announced: "Intelligence scan, initiate."

The Doctor almost moved, he was so anxious but Laszlo stopped him in alarm. The Dalek's eyestalk moved up and down, and Lily could swear it sounded excited. "Superior intelligence. Superior intelligence. Report! Report!"

Lily didn't understand as the Daleks all seemed excited, but the Doctor's heart almost stopped. _Lily._ This was the one time he wished she wasn't clever.

"What?" Lily demanded, but the Dalek ordered. "You will be used. You are of superior intelligence."

"Yeah, so?" Lily didn't understand, but the Dalek had turned to order the pig-men: "Prisoners of high intelligence will be taken to the transgenic laboratory. Bring the superior intelligence forward."

Lily became alarmed as the pig-men tried to bring her forward, but Martha snapped: "No! She stays with us, it's not like you don't know who we are now." The Dalek turned to Martha and Lily ordered: "Leave her out of this! Martha, it's alright!"

The Dalek turned, and began to lead them down the tunnel. Towards the Doctor.

"Look out, they're moving!" He warned the other two, and Laszlo and Tallulah quickly ran to the side tunnel, but the Doctor stayed put. Laszlo called anxiously: "Doctor. Doctor, quickly!"

The Doctor muttered back: "I'm not coming. I've got an idea. You go." Tallulah nodded, and tugged on Laszlo's hand. "Laszlo, come on." She urged but Laszlo asked abruptly: "Can you remember the way?"

"Yeah, I think so." Tallulah answered puzzled. "Then go, please." Laszlo told her, and Tallulah's eyes widened.

"But Laszlo, you got to come with me." She pleaded, but Laszlo said firmly: "Where would I go? Tallulah, I'm begging you. Save yourself. Just run." She shook her head, her eyes filling with tears.

"Just go. Go." He ordered, gently pushing her away. Tallulah left sadly, knowing she wouldn't be of any help, and Laszlo joined the Doctor just as the Daleks went passed. The pig-men weren't interested and the Doctor darted into the line of humans, right in front behind Martha, who was behind Lily.

"Just keep walking." He ordered Martha quietly, as Laszlo slipped into the line of pig-men. Martha gasped, and Lily glanced back, breathing in relief to see the Doctor.

"Oh, I'm so glad to see you." Martha whispered, and the Doctor muttered: "Yeah, well, you can kiss me later. You too, Frank, if you want." He tossed over his shoulder at Frank, who smiled lightly.

The Doctor met eyes with Lily as she glanced back again. He smiled reassuringly as he saw the terror in her eyes, and he saw her eyes harden with resolve. She nodded back at him, before turning back to the front.

They were dragged into the Dalek laboratory at the bottom of the Empire State Building, Lily dragged into the front while the others were near the back. Lily just prayed that the Daleks wouldn't notice the Doctor. She breathed silently when it slid passed, stopping in front of a steaming black Dalek Lily recognized.

"Report." The Dalek stated and the one Lily recognized as Dalek Thay replied: "Dalek Sec is in the final stage of evolution." The Dalek replied: "Scan him. Prepare for birth." The Doctor murmured in confusion: "Evolution?"

"What's wrong with old Charlie boy over there?" Martha asked as they all stared at the smoking Dalek Sec. "Ask them." The Doctor whispered and Martha turned to him.

"What, me? Don't be daft." She said aghast, and the Doctor sighed. "I don't exactly want to get noticed. Ask them what's going on." He urged and Martha breathed deeply before stepping out of line.

She gasped a breath before saying loudly, shaking slightly: "Daleks, I demand to be told. What is this Final Experiment? Report!" She demanded and Lily looked back, terrified as the Dalek rolled up to Martha.

"You will bear witness." It said, and Martha demanded: "To what?" "This is the dawn of a new age." The Dalek replied, and Martha asked with a frown: "What does that mean?"

The Dalek replied: "We are the only four Daleks in existence, so the species must evolve a life outside the shell. The Children of Skaro must walk again." The Doctor frowned deeply, staring at Dalek Sec, Lily doing the same from the front.

They watched as Sec's shell stopped smoking, the light in its eye-stalk going out and the Dalek casing began to open. Lily almost screamed in horror as she watched, seeing a creature inside the casing. She watched in horror as it stepped out, and a humanoid body stepped out, its head still bowed, but revealing its brain as it was only encased by cage-like roots growing on its head.

Lily heard Martha whisper: "What is it?" As the creature raised its head. Her blood ran cold as she stared at the thing. It was wearing a suit, and its hands looked like a Dalek blob. But the head- it had one eye and had tentacles sprouting down the side of its head while its brain stood proudly like a crown on its head.

"I am a human Dalek." It breathed, and Lily was terrified to hear Diagoras's accent in its voice. "I am your future." It declared.


	55. 20-1 Evolution of the Daleks

Lily stared at the Human Dalek in horror and terror as he looked at them. "These humans will become like me." He said as he lifted his hand to point at them.

The Doctor quickly slipped away as Dalek Sec ordered: "Prepare them for hybridisation." The Doctor was sneaking behind some equipment as the Daleks and the pig-men reached for the humans.

"Leave me alone! Don't you dare!" Martha screamed, while Lily fought wordlessly against her captors, struggling desperately as terror gripped her heart. The Dalek that had captured them stated: "Report. That human there has superior intelligence."

 _Shoot._ Lily thought as it pointed its eyestalk at her. The Cult of Skaro looked at her, and she froze. _Please don't recognize me, please don't recognize me._ She begged in her mind to whatever God existed, but her hopes were in vain as Dalek Sec murmured: "I know you."

He stepped forward and Lily's eyes widened with terror as he continued slowly: "You were there, that time when we released the Genesis Ark… with the Enemy. He protected you, you are valuable to him." His eye widened in realization, and Lily was unable to move in fear as the other Daleks started rolling closer.

Suddenly, 'Happy Days are Here Again' started to play from somewhere nearby. Everyone started and Sec's tentacles twitched as he asked in a mix of confusion and apprehension: "What is that sound?"

The Doctor's head popped out from behind some equipment as he said with mock-guilt: "Ah, well, now, that would be me." He said as he turned the music off and placed a radio down by a Bunsen Burner, before he walked up to the middle of the room, saying: "Hello. Surprise. Boo. Et cetera."

"Doctor." Sec murmured, and a Dalek said: "The enemy of the Daleks." Another Dalek rolled forward, saying in its tinny voice: "Exterminate." "Wait!" Sec ordered, raising his arms to stop them and they all paused to stare.

"Well, then." The Doctor said as he walked towards Sec. "A new form of Dalek. Fascinating… and very clever." He admitted as he examined Sec's new head, while Sec sneered: "The Cult of Skaro escaped your slaughter."

"How did you end up in 1930?" The Doctor demanded, scowling a little as he looked around in some distaste, and Sec replied: "Emergency temporal shift."

"Oh, oh!" The Doctor laughed at Sec. "That must have roasted up your power cells, huh?" He looked around at the Daleks. "Time was, four Daleks could have conquered the world, but instead you're skulking away," he looked up and about the room, "hidden in the dark, experimenting. All of which results in you."

The Doctor looked back at Sec, who snapped angrily: "I am Dalek in human form." It was weird for Lily to hear a Dalek speak with some form of emotion- even if it was slightly flat, his voice held more emotion than any Dalek she'd heard before.

"What does it feel like?" The Doctor asked in a low voice. "You can talk to me, Dalek Sec-" he walked right up to Dalek Sec again as he taunted: "it is 'Dalek Sec', isn't it? That's your name? You've got a name and a mind of your own. Tell me what you're thinking right now."

Sec said slowly: "I… feel… humanity." He finished as he turned away. Lily's eyes widened; Daleks didn't feel anything except hate. She glanced at the Doctor's frozen form- he, too, was shocked.

"Good. That's good." The Doctor murmured as they all stared at Dalek Sec's back as he continued: "I… feel… everything we wanted from mankind, which is… ambition, hatred, aggression and war! Such a genius for war."

Lily almost sighed- so typical of a Dalek. The Doctor shook his head as he said sharply: "No, that's not what humanity means."

Dalek Sec interrupted loudly: "I think it does. At heart, this species is so very… Dalek." "I resent that." Lily muttered. Sec started to glance at her but the Doctor quickly interrupted, drawing Sec's attention away from Lily and back to himself.

"All right," he said angrily as he turned to each Dalek in turn, "so what have you achieved then, with this Final Experiment, eh? Nothing! Because I can show you what you're missing with this thing. A simple little radio." He patted the radio, and a Dalek asked: "What is the purpose of that device?"

The Doctor said sarcastically: "Well, exactly. It plays music. What's the point of that?" Then his voice changed as he said lightly: "Oh, with music, you can dance to it, sing with it," he looked directly into a Dalek's eyestalk, "fall in love to it. Unless you're a Dalek of course. Then it's all just noise."

He finished sharply, pointing his sonic at the radio. The radio released a high-pitched noise that made the humans in the room wince, but its effect was much more noticeable on the non-humans. The noise hurt the Daleks and the pig-men, making the Daleks roll slightly back and forth in agitation while Sec and the pig-men clutched their heads in pain.

"Run!" The Doctor yelled, and the group of humans all did as he said, running for their lives as a Dalek cried above the noise: "Protect the hybrid!"

The other Daleks copied the order: "Protect. Protect. Protect." They huddled in around Dalek Sec, allowing all the prisoners to escape. Martha ran at the front, and the others dashed after her, Lily and the Doctor bringing up the rear, the Doctor clasping Lily's hand as they ran.

"Come on!" The Doctor yelled as the group paused at a junction. He pushed through, still holding Lily's hand as he took the lead, ordering: "Move, move, move, move, move!"

They ran down the tunnels, and Lily gaped to see Tallulah standing there. "What-?" She began but the Doctor cut through her as he ordered: "And you, Tallulah! Run!"

The Doctor and Lily dashed past as Tallulah shrieked after him: "What's happened to Laszlo?" Martha simply grabbed her and hauled her along as they all ran after the Doctor. The Doctor led them to the ladder where he let go of Lily's hand. She immediately climbed it as he ordered: "Come on! Everyone up! Come on!"

Martha was right behind Lily, Tallulah and Frank slightly behind, and the Doctor urged them all up before climbing up last, and slamming the lid behind him. He turned and checked Lily immediately.

"Are you alright?" He demanded, and Lily nodded.

"I'm fine, thanks for the rescue." She sighed and he nodded. He hugged her briefly before glancing over the group, checking everyone.

"Come on." He told them, clasping Lily's hand again as he led them all away. Lily glanced back, reaching for Martha. The other girl took her hand, still holding Tallulah's hand as well. Lily glanced around for Frank, and spying the man she nodded at him, unable to reach him. He nodded back as the Doctor led them through the night to Hooverville.

* * *

"These Daleks," Solomon said slowly as he and the Doctor stood in the middle of the town, "they sound like the stuff of nightmares. And they want to breed?"

The Doctor nodded grimly as he said: "They're splicing themselves onto human bodies, and if I'm right, they've got a farm of breeding stock right here in Hooverville. You've got to get everyone out." He advised. Lily glanced up from where she was sitting with Martha and Tallulah by a fire near the two men.

"Hooverville's the lowest place a man can fall. There's nowhere else to go." Solomon protested, and Frank glanced up from where he'd been sitting just behind Solomon. The Doctor urged: "I'm sorry, Solomon. You've got to scatter. Go anywhere. Down to the railroads, travel across state. Just get out of New York."

Solomon glanced at the girls, as he said: "There's got to be a way to reason with these things." "There's not a chance." Martha said flatly, and Frank piped up as he stood up: "You ain't seen them, boss."

Lily added quietly: "Daleks have no sense of morals or rights, they are creatures that worship hate and violence." Solomon glanced at all of them, frowning a little, and the Doctor said in a dark voice: "Daleks are bad enough at anytime, but right now they're vulnerable. That makes them more dangerous than ever."

Suddenly a man's voice yelled while a whistle blew: "They're coming! They're coming!" They all looked toward the voice in alarm, Solomon muttering: "A sentry. He must have seen something."

He drew his gun as the sentry ran through the town yelling: "They're here! I've seen them! Monsters! They're monsters!"

People began to panic, screaming and running, and the Doctor murmured darkly: "It's started." Lily urged Tallulah up, ushering her towards Solomon and the Doctor as Frank cocked his own gun while Martha dashed after Lily.

"We're under attack!" Solomon yelled. "Everyone to arms!" He ordered and Lily watched as rifles were handed out. She stood behind the Doctor where he'd pulled her, Tallulah behind Solomon and Martha behind Lily and the Doctor.

Frank called: "I'm ready, boss, but all of you-" he shouted at the crowds of people around them, "find a weapon! Use anything." Some people were just running away, screaming in panic and Solomon called after them urgently: "Come back! We've got to stick together! It's not safe out there! Come back!"

It was then that the pig-men arrived, and began to attack, grabbing all the people running. The ones with Solomon all started to back into a circle, crowding around to protect those who didn't have weapons, like the girls in the middle.

"We need to get out of the park." Martha said as they heard the squeals of the pig-men and the screams of their victims.

"We can't." The Doctor stated as he turned around, watching the pattern. "They're on all sides. They're driving everyone back towards us." He returned to the girls as Tallulah said, her voice shaking in horror: "We're trapped."

The Doctor gripped onto Lily's hand and he held on tightly as Solomon shouted: "Then we stand together. Gather round. Everybody come to me."

Lily flinched as a pig-man appeared from the shadows. Solomon continued to yell: "You there, Jethro, Harry," another two pig-men arrived from another side, "Seamus, stay together."

The armed men all formed a tight circle, around the women and those unable to fight, by the fire. Guns cocked, and Lily gripped the Doctor tightly as he shielded her as best he could. Martha and Tallulah were behind them, closer inside the circle.

"They can't take all of us." Solomon finished firmly, encouraging his men, and at that the men started shooting. Pig squeals filled the air as some were shot, falling down but more came still. Lily gripped the Doctor's hand, looking around worriedly.

"Where are the Daleks?" She whispered, and the Doctor glanced up. Lily also looked up and then closed her eyes in fear. "If we can just hold them off till daylight." Martha said desperately, and the Doctor sighed.

"Oh, Martha, they're just the foot soldiers." The Doctor murmured. Martha gasped and so did some men as they saw what the Doctor and Lily had seen. Soon, all of them were looking at the sky.

"Oh, my God." Martha bit out in terror as they saw a Dalek flying towards them before stopping right above them. "What in this world is…?" Solomon asked, and a man bit out: "It's the devil. A devil in the sky. God save us all. It's damnation."

Frank raised his gun as he shouted: "Oh yeah? We'll see about that!" "Uh, Frank, that-" Lily tried but Frank fired his gun at the Dalek. The shot just bounced off, and it looked down immediately while people gasped. The Doctor let go of Lily's hand dashed over, shoving Frank's gun down as the young man looked terrified.

"That's not going to work." The Doctor finished Lily's sentence. As the Doctor stepped away from Frank, Martha came up and clutched his arm, whispering in fear: "There's more than one of them."

They watched as a second Dalek joined in and suddenly it flew about the town, shooting at tents and blowing them up, including anyone who was hiding inside. The circle started yelling in fear, all of them crouching and watching the carnage, unable to do anything.

"No!" Lily screamed, horrified, and the Doctor grabbed her, pushing her down next to Martha and Tallulah. The circle watched in horror and terror as the Dalek shot around, killing people. Lily watched with wide eyes as people screamed their last, unable to run from the deadly shots.

"The humans will surrender." The Dalek that had first arrived announced, and the Doctor stepped forward. He pushed Lily to keep her back as he shouted at the Dalek: "Leave them alone. They've done nothing to you!"

Lily clutched the back of his jacket in fear as the Dalek announced: "We have located the Doctor."

Solomon also stepped forward, and the Doctor turned to him in alarm. "No, Solomon. Stay back." He tried to push the man back, but Solomon resisted, calling up: "I'm told that I'm addressing the Daleks. Is that right?"

The Doctor tried to push the man back but he resisted as he shouted: "From what I hear, you're outcasts too." Lily watched with terrified eyes and the Doctor warned harshly: "Solomon, don't!"

Solomon snapped at him: "Doctor, this is my township. You will respect my authority. Just let me try." He pushed the Doctor away, and the Doctor stood shaking his head but unable to further stop the man.

They all watched in fear as Solomon turned back to the Dalek, walking forward bravely as he said: "Daleks, ain't we all the same? Underneath, ain't we all kin?" He slowly placed his rifle on the ground and Lily whimpered.

"Solomon, please don't, just come back." She said softly, but he ignored her as well. The Doctor threw Lily a helpless look as Solomon continued to address the Dalek: "Right. See, I've just discovered this past day, God's universe is a thousand times the size I thought it was."

The Dalek began to turn its eyestalk, turning this way anad that as Solomon continued. "And that scares me. Oh yeah, terrifies me right down to the bone." The Doctor watched the Dalek's actions darkly as Solomon continued. "But surely it's got to give me hope. Hope that maybe together we can make a better tomorrow."

Lily begged to the heavens above for a miracle, any miracle, that Solomon would be saved. Tallulah had her hands clasped tightly, also looking like she was in silent prayer as Solomon finished: "So, I beg you now, if you have _any_ compassion in your hearts, then you'll meet with us and stop this fight."

The Dalek twisted its eyestalk, and Solomon pleaded: "Well? What do you say?" Lily and the Doctor glanced up at the Dalek.

"Exterminate." It replied and Lily screamed: "No!"

But the Dalek shot Solomon, and he was surrounded in a burst of green energy. Lily screamed as Solomon screamed in pain, turning back to his normal physical form. The crowed also screamed in terror, and Frank yelled in despair: "Oh, no!"

They watched, horrified, as Solomon died screaming in pain and Lily raised her hands to her mouth, tears threatening to spill. "No! Solomon!" Frank yelled as he ran to the fallen man.

Martha said, her voice breaking with horror and sadness: "They killed him. They just shot him on the spot." Martha's voice cracked again but this time with anger. "It's what they do" Lily spat, hugging Martha, and the girls held each other in fear, despair, and anger as they stared up at the Dalek.

"Daleks." The Doctor bit out in anger before he turned to the Daleks. "All right, so it's my turn!" He yelled as he walked forward, spreading his arms wide. "Then kill me!"

Martha's breath stopped in shock while Lily's heart stopped in horror. The Doctor continued, spitting the words furiously: "Kill me if it'll stop you attacking these people!" "Doctor." Lily whispered, and the Dalek said: "I will be the destroyer of our greatest enemy!"

Martha, Tallulah, and everyone else watched in shock as the Doctor shouted angrily: "Then do it!" He screamed in anger, almost taunting the Daleks: "Do it! Just do it! Do it!"

"Doctor!" Lily screamed, darting forward as the Dalek cried: "Exterminate."

Lily collided with the Doctor, making him stagger a little to the side in shock. He stumbed a little, before grabbing her and crying in alarm: "Lily!" Lily had her eyes closed tightly, expecting pain, but nothing happened and she blinked at him in confusion.

"What happened?" She asked, and they both turned to the Dalek in the sky. It was twisting its eyestalk in confusion.

"I do not understand. It is the Doctor." It said, and the Doctor stared in disbelief and shock. It paused, before it said, its eyestalk pointed at the Doctor. "The urge to kill is too strong."

The Doctor pulled Lily behind him, but she clutched onto him. "Lily-" "No." She snapped, refusing to move away. They waited as the Dalek paused again, and it answered: "I… obey."

"What's going on?" The Doctor shouted at it, confused and the Dalek replied: "You will follow." "No!" Martha shouted. She ran out towards the Doctor and Lily as they stood in complete shock. The Doctor, for once, looked at a complete loss.

"You can't go." Martha begged from a little behind the pair. "Doctor, no…" Lily whispered, agreeing with Martha but she knew he wouldn't agree. The Doctor turned to her and Martha, speaking to them both urgently as he alternated looking at them.

"I've got to go." He said in a low voice. "The Daleks just changed their minds. Daleks _never_ change their minds." Lily bowed her head but Martha tried again, her voice breaking: "But what about us?"

She indicated herself and Lily, and then the group of people still huddled in a circle. The Doctor looked at the group, turned back to Martha and glanced down at Lily. He turned back to the Dalek and Lily couldn't hold back the sob as he yelled: "One condition! If I come with you, you spare the lives of everyone here! Do you hear me?"

The Dalek paused, and then agreed: "Humans will be spared. Doctor… follow." Martha darted forward, standing next to the Doctor while Lily gnawed her lip.

"Then I'm coming with you." Martha begged but Lily knew it was futile. Sure enough, the Doctor replied: "Martha, stay here. Do what you do best. People are hurt. You can help them. Let me go." He said softly, and Martha let go of his arm. Lily looked up slowly, and the Doctor met her gaze.

"Stop." The Dalek said suddenly, and they all tensed, looking at it in alarm. "The human will follow." They all blinked, startled and confused by the Daleks strange actions.

"What?" Martha asked, and the Dalek said: "The human that is important to the Doctor. She will be the Dalek's hostage." Martha frowned, confused, while Lily looked at Martha in alarm, but the Doctor's hearts sank. He really hoped this wasn't going to turn out as he thought it might.

Martha stepped forward, but the Dalek said: "Not you."

Martha paused, puzzled, when the Dalek raised its eyestalk to look at Lily. "That one." It stated. Lily looked perplexed, Martha frowned and the Doctor's face darkened.

"The human the Doctor protected against the Gensis Ark." The Dalek declared and the Doctor shouted angrily: "Lily's part of no deal!" "Then we will exterminate all the humans. Choose, Doctor, choose!" The Dalek shouted, and the Doctor's face twisted.

"Shut up! I'm coming!" Lily shouted at the Dalek, and it twisted its eyestalk to her. Lily held her ground as she glared up at it. "But I will have the Daleks' word that the others here-" she gestured at Martha and the group, "will not be harmed!"

The Dalek paused, before it agreed although it sounded reluctant. "Humans will be spared." "Your word!" Lily shouted angrily, and the Dalek paused. "Dalek… word." It said very reluctantly.

Lily took a deep breath before she stepped after the Doctor. He was frowning deeply as he glanced at her. "Sorry, this is all my fault." He whispered, and she shook her head. "No, you had to choose, and all those people couldn't die. At least I'm not dead yet." She murmured back.

She then glanced at his hand and nodded back at Martha. "Martha, take care. See you soon." Lily whispered, and the Doctor nodded at Martha. "I just want to say, thank you very much."

He took Martha's hand, and as she blinked a little in surprise he have her a sly wink before he moved away. He and Lily followed the Daleks. The Doctor grasped Lily's hand as they went silently, each squeezing the other's reassuringly. Martha waited until it was safe and then opened her hand to see the Doctor had handed her his psychic paper.

* * *

They were led back into the Dalek lab, and the Doctor snapped when he saw the Cult of Skaro. "Those people were defenceless!" He shouted as he approached Dalek Sec, when the Dalek in front ordered: "Exterminate the human."

The Doctor immediately tensed, narrowing his eyes at the Dalek. "I don't think so, leave her out of this, she's got nothing to with it! I'm the one you want!" He yelled at the Dalek.

"Doctor!" Lily cried in alarm as the Dalek turned its eyestalk on the Doctor. She then yelped as the Dalek beside her turned its eyestalk to her. The Doctor spun around at the sound, and when he saw Lily in danger, he turned back to the Dalek before him, saying furiously: "I said, let her go!"

"The human is important to the Doctor. She is the Dalek's hostage." The Dalek said and the Doctor's eyebrows knit. "Since when did Daleks recognize caring?" He asked darkly, and Dalek Sec ordered: "Enough."

The Daleks backed away a little from Lily and the Doctor. Lily frowned in surprise, but the Doctor didn't notice as he regained his former anger and he spat at Dalek Sec: "You only wanted me, but no, that wasn't enough for you. You had to start killing, because that's the only thing a Dalek's good for." He finished in disgust.

"The deaths… were wrong." Dalek Sec said, and Lily's mouth dropped open. The Doctor's anger also dissipated as his eyebrows shot up and he asked in complete disbelief: "I'm sorry?"

Sec approached the Doctor as he said slowly: "That man, their leader, Solomon. He showed courage." "And that's good?" The Doctor asked, and Sec replied: "That's excellent."

Lily blinked in surprise, and the Doctor's brow furrowed slightly as he asked tentatively: "Is it me or are you just becoming a little bit more human?" Sec replied, not really answering the question: "You are the last of your kind, and now I am the first of mine."

The Doctor frowned and he asked: "But what do you want me for?" Sec answered as he walked forwards, heading to the experiments laid out behind Lily: "We tried everything to survive when we found ourselves stranded in this ignorant age."

He turned back to face the Doctor and Lily as he explained: "First we tried growing new Dalek embryos," he indicated a set of chemicals, "but their flesh was too weak."

The Doctor folded his arms in disgust as he sniped: "Yeah, I found one of your experiments. Just left to die out there in the dark." Lily's face paled. "You mean that green…" she was unable to finish and the Doctor nodded.

Sec ignored them as he continued: "It forced us to conclude what is the greatest resource of this planet. Its people." Sec pulled a leaver, and lights switched on above them. They all looked up at the ceiling, the Doctor remaining impassive with his arms folded but…

"Oh, my God." Lily whispered in horror as she saw the hundreds of stretchers hanging above them. Each was covered but the shape was undeniably human. Lily felt ill as Sec pulled another lever to bring one down for them to examine.

The stretcher lowered right above Lily's head and she backed away in horror. She bumped into the Doctor who had walked forward to look closer, and he pulled her in tightly behind him as he leant down to look at the covered body.

Sec stood on the other side of the stretcher, and he told them: "We stole them. We stole human beings for our purpose." He gestured down at the sheet. "Look inside."

The Doctor reached forward and slowly uncovered a man's body. He looked like he was sleeping… or dead. Sec told him: "This is the true extent of the Final Experiment."

"Is he dead?" The Doctor asked flatly, and Sec replied: "Near death, with his mind wiped," he stroked the man's head, "ready to be filled with new ideas." Lily whimpered and the Doctor held her to his back tightly, hiding her from view and shielding her eyes.

Sec looked up, but the Doctor's face had remained impassive and he said simply but darkly: "Dalek ideas." "The Human Dalek race." Sec corrected and the Doctor looked up as he asked: "All of these people. How many?"

Sec replied: "We have caverns beyond this storing more than a thousand." Lily clutched the Doctor's jacket as angry tears threatened to spill, while the Doctor looked down at Sec, horror and blankness warring on his face for a moment.

"Is there any way to restore them? Make them human again?" The Doctor asked and Sec replied as he stroked the almost-dead man's face: "Everything they were has been lost."

The Doctor said in a lighter voice: "So they're like shells. You've got empty human beings ready to be converted. That's going to take a hell of a lot of power. This planet hasn't even split the atom yet. How're you going to do it?" He asked, while Lily's hand tightened on his jacket unbelievably.

Sec turned to to the other Daleks, ordering: "Open the conductor plan." The Daleks turned to do his bidding, and the Doctor used the moment to surreptitiously reach back and touch Lily's back, soothing her as he briefly hugged her. "Stay close to me Lily. Don't let go." He whispered, before letting her go as the Daleks returned.

* * *

The Doctor and Sec stood before the monitor, staring at an image of the Empire State Building. Lily stood a little behind the Doctor, clutching his jacket firmly as he said with mock-boredom: "Yeah, yeah, yeah. The Empire State Building. We're right underneath that. I worked that out already, thanks. But what, you've hijacked the whole building?" The Doctor asked blankly.

"We needed an energy conductor." Sec answered and the Doctor asked confusedly: "What for?"

Sec looked at him as he explained: "I am the genetic template. My altered DNA was to be administered to each human body." He indicated to the screen where a picture of the human DNA strand and a Dalek DNA strand showed up side by side.

"A strong enough blast of gamma radiation," he explained while the screen showed his words as images, the two DNA strands combining into one, "can splice the Dalek and human genetic codes, and waken each body from its sleep."

"Gamma radiation? What are you-" The Doctor asked with a frown but Lily prodded him, nodding at the screen. It had changed to show the Earth and a large yellow orb of fire far away.

"Oh, the sun. You're using the sun." The Doctor realized. Sec explained, the monitor showing his words in action: "Soon the greatest solar flare for a thousand years will hit the Earth. Gamma radiation will be drawn to the energy conductor and when it strikes-"

"The army wakes." The Doctor said flatly. The stared at the monitor for a moment, and the Doctor said bluntly: "I still don't know what you need _me_ for." The monitor disappeared and Sec replied: "Your genius."

The Doctor raised his brows, torn between pleasant surprise and horrified surprise. "Oh, way to boost his ego." Lily muttered, and the Doctor grinned at her over his shoulder. Sec continued: "Consider a pure Dalek, intelligent but emotionless."

The Doctor's face became impassive again as he said in a low voice: "Removing the emotions makes you stronger. That's what your creator thought, all those years ago." He was hiding his disgust and hate, when Sec said something unexpected.

"He was wrong." Sec said and the Doctor asked, squinting a little at Sec, unable to believe his ears: "He was what?"

Sec said: "It makes us lesser than our enemies. We must return to the flesh," Lily saw the Daleks behind them nodding their eyestalks at each other. She wondered briefly if it was because they agreed with Sec, but something in her gut said it wasn't, "and also the heart." Sec was finishing and the Doctor said with a frown: "But you wouldn't be the supreme beings anymore."

"And that is good." Sec replied. The Doctor didn't even have time to be surprised as a Dalek interrupted: "That is incorrect."

They all turned to see the Daleks had turned to them menacingly. Another Dalek chimed in: "Daleks are supreme." The Doctor narrowed his eyes while Sec snapped: "No, not anymore."

"But that is our purpose." A Dalek protested, and Sec said angrily: "Then our purpose is wrong. Where has our quest for supremacy led us? To this. Hiding in the sewers on a primitive world, just four of us left."

The Doctor stared at him as Lily glanced between Sec and the other Daleks uncertainly. The other Daleks were looking at each other as well, looking uncertain or as if they were communicating.

"If we do not change now then we deserve extinction." Sec said darkly and the Doctor asked incredulously: "So you want to change everything that makes a Dalek a Dalek."

"If… you can help me." Sec replied sincerely to him, and the Doctor looked absolutely flabbergasted. Sec led them back to the covered body, saying to the Doctor while Lily trotted behind him, still clutching his jacket: "Your knowledge of genetic engineering is even greater than ours. The new race must be ready by the time the solar flare erupts."

Lily and the Doctor frowned. "But you're the template." The Doctor pointed out. "I thought they were getting a dose of you." He looked at Sec, who said: "I want to change the gene sequence."

The Doctor asked in complete surprise: "To make them even more human?" Sec bowed his head as he admitted: "Humans are the great survivors. We need that ability."

The Doctor smiled sarcastically suddenly as he realized: "Hold on a minute. There's no way this lot," he jerked a finger back at the other Daleks, "are going to let you do it."

"I am their leader." Sec declared as he looked back at them, and the Doctor also addressed them as he asked: "Oh, and that's enough for you, is it?"

One of the Daleks replied: "Daleks must follow orders." Another Dalek rolled forward as it said: "Dalek Sec commands, we obey."

Sec said quietly to the Doctor: "If you don't help me, nothing will change." The Doctor stared at him with wide eyes. "There's no room on Earth for another race of people." He said sincerely, and Sec simply replied: "You have your Tardis. Take us across the stars."

Sec walked to stand before the Daleks, saying as he faced the Doctor. "Find us a new home," the Doctor glanced at the other Daleks before looking back at Sec with fearful eyes, "and allow the new Daleks to start again."

Lily clutched the Doctor's back. "When's that solar flare?" He asked as he examined the Daleks before him.

"Eleven minutes." Sec replied. "Right then." The Doctor said slowly, still glancing at the other Daleks for a moment before he turned to Sec and said cheerfully: "Better get to work then."

He darted off to start the work, and Lily trailed behind. They had one moment when Sec was busy and the other Daleks weren't looking and Lily whispered: "Do you really think this'll work? That those lot will let it happen?"

The Doctor glanced briefly at the Daleks, before the returned his gaze to his work. "We'd better hope so… this could be the real end of the Daleks." He whispered back. Lily nodded and fell silent as Sec joined them once more.

The Doctor addressed Sec as he said while showing him the vial of chemicals he'd been working on: "There's no point in chromosomal grafting, it's too erratic." He tugged on Lily's hand as he raced to the other side of the lab, saying to Sec: "You need to split the genome and force the Dalek human sequence right into the cortex."

"We need more chromatin solution." Sec ordered a Dalek, and it replied: "The pig slaves have it." The Doctor and Lily turned as pig-men walked in, carrying a large crate. The Doctor wandered back to Sec and he asked: "These pig slaves, what happens to them in the grand plan?"

Sec replied: "Nothing. They're just simple beasts. Their lifespan is limited. None survive beyond a few weeks." Lily noticed the Doctor was looking at a particular pig-man. He glanced at Sec's back, and then wandered closer to the pig-men as Sec ordered: "Power up the line feeds."

He indicated to Lily to stay put behind a large piece of equipment where she would be shielded before he approached Laszlo. He said softly so that they would not be heard: "Laszlo, I can't undo what they've done to you, but they won't do it to anyone else."

Laszlo glanced at him, and then at Sec. "Do you trust him?" He asked, and the Doctor whispered back: "I know that one man can change the course of history." Neither of them saw a Dalek see them together, narrowing its eyestalk at them. "Right idea in the right place at the right time, it's all it takes."

Lily glanced over to see the Dalek but it continued on its way. "I've got to believe it's possible." The Doctor finished quietly. Laszlo hesitated before he asked quietly: "Would you trust him with her life?"

He jerked his head a little at Lily behind them, and the Doctor stiffened. He glanced down at Laszlo, who saw his hesitation and nodded. "No," the Doctor murmured but he added before Laszlo could answer: "but I wouldn't entrust anyone with her life."


	56. 20-2 The Miracle

**"** The line feeds are ready." A Dalek informed them, and the Doctor said anxiously as he raced about the lab: "Then it's all systems go."

Sec was standing, watching the time as he declared: "The solar flare is imminent. The radiation will reach Earth in a matter of minutes." "We'll be ready for it." The Doctor answered as he filled a syringe with the blue chemical he'd been working on and injected it into a brass still.

He continued as he worked: "That compound will allow the gene bonds to reconfigure in a brand new pattern." He finished and raced to the center next to Sec. "Power up!" The Doctor yelled and two pig-men pulled on the levers, and Lily noticed that one of them was the one the Doctor had spoken to.

"Start the line feeds." Sec ordered and the Daleks obeyed. The blue liquid began to go up the many plastic tubes leading into the bodies that hung in the ceiling. "There goes the gene solution." The Doctor commented as he looked at the liquid while drawing Lily in closer to his side.

"The life blood." Sec murmured. The rest all watched in silence as the liquids went up through the many pillars of tubes, feeding into the smaller tubes into the bodies. Suddenly, alarms blared.

 **"** What's that?" The Doctor asked in alarm, and Sec demanded: "What's happening? Is there a malfunction? Answer me!" But none of the Daleks replied.

"No, no, no." The Doctor mumbled before he cried as he ran to the controls: "The gene feed! They're overriding the gene feed!" Lily watched in horror as the Daleks began to turn to the Doctor.

"Impossible. They cannot disobey orders." Sec argued.

"Doctor!" Lily cried, frightened, and he turned, stepping away immediately from the Daleks as they aimed their guns at him. The Dalek decalred as it rolled after the Doctor: "The Doctor will step away from the controls."

Sec ordered: "Stop! You will not fire."

But another Dalek rolled forward as it said: "He is an enemy of the Daleks." It pointed its gun at the Doctor while he drew Lily close behind him. The first Dalek added: "And so are you." It turned… and pointed its gun at Sec.

"I am your commander. I am Dalek Sec!" Sec said angrily, and the Doctor lifted a hand to stop the enraged Sec, knowing it was now futile. Lily clung to the Doctor tightly as the Dalek replied: "You have lost your authority."

"You are no longer a Dalek." Another Dalek added. The Doctor interjected sharply: "What have you done with the gene feed?" The Dalek replied: "The new bodies will be one hundred percent Dalek."

Lily stared at the solution rising above them to see it had turned a darker blue. "No. You can't do this!" Sec ordered. The Dalek simply turned its eyestalkd and ordered: "Pig slaves, restrain Dalek Sec and the Doctor and his companion."

The pig-men ran forward, grabbing them. Laszlo was the one to grab the Doctor, while the Doctor fought to keep Lily at his side, trying to keep her beside him while shielding her away from the Daleks, but it wasn't working very well.

"Release me. I created you. I am your master." Sec ordered but no-one responded to him. Another alarm blared and the Dalek announced: "Solar flare approaching." The other Dalek replied: "Prepare to intercept." They began to turn away, just as the elevator dinged.

"There's the lift." Laszlo informed the Doctor, and the Doctor murmured: "After you, but grab Lily for me." Laszlo nodded and Lily looked over to see the Doctor's grim face. She braced herself for his signal.

The Daleks had completely gone behind the controls, and it was their chance. The Doctor and Laszlo spun, and Lily kicked down her captor's foot, hard. It squealed as it let her go, and Laszlo grabbed her as the Doctor reached inside his jacket. They pushed through the other pig-men, running for the elevator.

"The Doctor is escaping." The Daleks cried as the Doctor soniced the door open. "Stop him! Stop him!" The pig-men charged but the Doctor was already sonicing the doors shut and the elevator doors slammed shut in the pig-men's faces.

The Doctor quickly hugged Lily, saying urgently as he latched her to his side once more: "We've only got minutes before the gamma radiation reaches the Earth." Lily looked over to see the pig-man panting heavily. "We need to get to the top of the building."

Lily nudged the Doctor and he looked over. He frowned and asked worriedly, walking over: "Laszlo, what's wrong?" Lily's eyes widened.

"You're Laszlo?" She asked as he replied: "Out of breath. It's nothing." He glanced at Lily and nodded.

"Nice to meet you." He said between pants. The Doctor was looking at him with concern and Laszlo just shrugged it off as he said bravely: "We've escaped them, Doctor. That's all that matters."

The Doctor placed a hand on the brave man's shoulder, unable to think of anything to say. Lily remembered what had been said about the pig-men, and she bowed her head sadly as she realized what was wrong. The elevator dinged as they arrived at the top floor, level 100.

 **"** Doctor! Lily!" Martha cried in delight and Lily beamed. She wasn't sure why Martha was here, with Tallulah and Frank no less, but she was happy to see them. "First floor, perfumery." The Doctor grinned as Laszlo smiled at Tallulah.

"I never thought I'd see you again." Tallulah cried delightedly as she came over and he rushed to meet her. "No stopping me." He said and the two hugged tightly, while the Doctor and Lily rushed over to Martha.

"We've worked it out." Martha told them, and both of them peered at the building plans Martha was showing them. "We know what they've done. There's Dalekanium on the mast. And it's good to see you too, by thy way." She grinned at the two.

"Oh, come here." The Doctor grinned as he swept Martha up in a hug. Lily's smile slid off her face as she spotted something over his shoulder.

"Doctor!" She cried as the elevator doors dinged and began to close. "No, no, no." The Doctor cried, running to it but it was too late. The doors slide shut and he muttered to the girls as they ran up and he tried to sonic the elevator controls: "See, never waste time with a hug."

He turned away from the elevator as he mumbled: "Deadlock seal. I can't stop it." "Where's it going?" Martha asked and Lily sighed: "To the Daleks."

The Doctor nodded as he said: "Right down to the Daleks. And they're not going to leave us alone up here. What's the time?" He asked suddenly and Frank answered: "Er, eleven fifteen."

"Six minutes to go." He murmured before he turned to Lily and muttered anxiously: "I've got to remove the Dalekanium before the gamma radiation hits."

Tallulah stared at him, asking: "Gammon radiation? What the heck is that?" "Come on." Martha grabbed the Doctor and Lily, running into an open area where they could look out. Tallulah ran after them, dragging Laszlo behind her.

"Oh, that's high." The Doctor murmured as they stared out. "That's very. Blimey, that's high."

Martha groaned as she said: "And we've got to go even higher. That's the mast up there, look." She pointed up a wooden ladder that lead up to a higher bit of building and the mast above it. "There's three pieces of Dalekanium on the base. We've got to get them off."

The Doctor moved to the bottom of the ladder as he said firmly: "That's not 'we', that's just me." Lily's face set grimly while Martha protested: "I won't just stand here and watch you."

"We won't be." Lily said and Martha glanced at her but the Doctor nodded. "No, you're going to have your hands full. I'm sorry, Lily, Martha," he looked at each girl very seriously, "but you've got to fight."

Martha's face set grimly and she nodded. They all headed back inside except Lily who looked straight at the Doctor. "You come back safe, you hear me?" She threatened and he smiled grimly at her.

"Aye, aye, ma'am." He replied and Lily bit her lip. She leaned in and kissed his cheek impulsively. The Doctor stood, blinking in shock but Lily stared him straight in the eye as she said: "Good luck."

Then she turned, and ran back in. The Doctor blinked slowly, touching his cheek before he shook himself out of his trance. He quickly climbed the ladder and then the building to the mast, determined to get the job done. The Doctor reached into his jacket, fighting the freezing wind as he pulled out his sonic and began to work the panels off the base of the mast.

* * *

Lily P.O.V.

In the workroom, each of them ran around, searching desperately for some form weapon. Martha gasped: "The lift's coming up." She was holding a lead pipe and they all drew in, forming a line by the lift entrance.

"I should have brought that gun." Frank moaned as he held a large wooden mallet with a long handle. Lily stood firmly in the middle, holding a baseball bat she'd scrounged up, while Laszlo stood on her other side, carrying a heavy hammer. Tallulah stood beside Laszlo, clutching a spanner tightly.

"Tallulah, stay back." Laszlo warned. "You too, Lily, Martha. If they send pig slaves, they're trained to kill." He stepped in front of Lily and reached out an arm to pull Martha back. Martha protested: "The Doctor needs me to fight. I'm not going anywhere!"

Laszlo shoved her back again saying: "They're savages. I should know. They're trained to slit your throat with their bare teeth. And what would the Doctor say if you got hurt?" He asked, turning to Lily.

Lily frowned and as he faced the elevator again, she opened her mouth to argue when Laszlo suddenly collapsed. "Laszlo? What is it? Tallulah shrieked, immediately bending to help him as he used the hammer to stay upright on his knees.

"No, it's nothing. I'm fine. Just leave me." Laszlo panted but his legs gave out and he leaned against a pillar. Martha and Frank shared looks of alarm, but Lily's stomach dropped. _Oh, no._

Tallulah fretted over her love as she placed a hand on his forehead: "Oh, honey, you're burning up." Lily bowed her head as Tallulah pleaded: "What's wrong with you? Tell me."

"Great. One man down, we ain't even started yet." Frank muttered through his gritted teeth and they turned to watch the elevator was already climbing past level 40. Lily glanced back at Laszlo- they couldn't fight and protect him. They needed another plan.

Martha was saying: "It's not looking good, Frank." Frank agreed: "Nope." And Martha cried: "We're going to get slaughtered." Suddenly there a bolt of lighting behind them, and Lily's eyes widened.

"Lightning!" She cried, and the others turned to her. "I have a plan." She said urgently as she dashed out towards the open space.

The Doctor was working off the panels on the mast while below, Lily, Martha, and Frank hauled sections of anything metal they could find, mostly pipes and scaffolding bringing it into the room.

They quickly began laying a trail, starting at the railing and using chairs to keep the metal beams off the floor and connected to the railing on the balcony outside. Tallulah was cooing to her Laszlo: "Aw, you'll be all right, sweetheart. Don't you worry." when they crashed into the room, about halfway done with their line.

"What the hell are you three clowns doing?" Tallulah snapped and Martha urgently explained Lily's idea: "Even if the Doctor stops the Dalekanium, this place is still going to get hit. Great big bolt of lightening, electricity all down this building."

Tallulah still looked confused so Lily yelled: "Connect this to the lift and those things in the elevator get zapped." Tallulah understood now, and she said excitedly: "Oh my God, that could work."

"Then give us a hand!" Frank snapped as the three ran back outside for more pipes, Tallulah joined them after giving a kiss to Laszlo's head.

* * *

Doctor P.O.V.

The Doctor was working to pull the last panel off, when he dropped his screwdriver.

"No!" He cried, and he looked back at the panel in despair.

* * *

Lily P.O.V.

Martha lined up the last of the metal while Frank and Lily connected the line to the rails. **"** Is that going to work?" Tallulah asked as Martha grabbed her and Laszlo, dragging them to the concrete pillar and as far from the metal as possible.

"It's got to." Martha replied as Lily arrived. Frank came right behind her and announced while Lily crouched behind Martha: "We've got it all piped up to the scaffolding outside."

Martha urged him: "Come here, Frank. Just sit in the middle and don't touch anything metal." "Okay." Frank replied, reaching in to hug around the group. Lily was pressed against the young man and Martha, and she closed her eyes, hoping the Doctor would make it to safety in time as well.

* * *

3rd Person P.O.V.

The Doctor was fighting with the last panel, when he realized he wasn't going to get it off in time. He looked up at the mast and began to climb it. The Doctor climbed up the mast and covered the whole top with his body firmly.

The elevator doors dinged open, and Martha gasped while Lily's grip tightened on Frank and Martha.

Suddenly, there was bolt of lightning. It hit the mast, but it flowed into the Doctor before it could reach the panels. He screamed in pain as the lightning lit up his body with electric currents, his body jerking violently.

The rest of the energy went down the conductor, hitting the scaffolding and running down the pipes and into the elevator. The group in the workroom watched as the pigs squealed, jerking as the currents ran through them in legal bouts.

Things went silent, and the group in the work office looked up slowly, breathing heavily. Martha ran to check, Frank and Tallulah running after her. The pig-men all lay dead in the elevator and on the ground at the doors. Lily meanwhile turned to the ladder leading to the mast worriedly.

"You did it, Lily!" Tallulah said happily as she, Frank and Martha looked down at the pig-men. Martha replied quietly: "They used to be like Laszlo. They were people, and we killed them."

Laszlo had watched Lily run outside, but he turned at Martha's words. "No," he said firmly, "the Daleks killed them. Long ago. " "What about the Doctor?" Martha realized, and turned to run to the mast, Frank right behind her while Tallulah and Laszlo hugged inside.

The Doctor was lying very still at the base of the mast while Lily was already halfway up. She spotted the sonic midway up and her heart almost stopped. She pulled herself up the last bit, and her face drained of what little color it had left when she saw the Doctor.

"Doctor? Doctor?" She crawled over to him, bending over to listen to his chest. She breathed when she heard his twin hearts. She stayed there for a moment, listening to the twin beats before she lifted her head again.

"Doctor?" She whispered, brushing a hand through his hair gently. Martha and Frank joined her just as the Doctor groaned. Lily sighed, sagging with relief, as the Doctor murmured: "Oh my head."

Martha laughed slightly as she moved over to the Doctor as well. "Look what we found halfway down." She said as she held up the sonic. The Doctor squinted at it. "You're getting careless." Martha said with a watery laugh and the Doctor glanced at her and Lily.

"You survived, then" He said groggily, and Lily laughed, her voice cracking a bit from her strained nerves. "So did you, just about." Martha said between gasps as she sobbed dryly.

"Mmm, I promised Lily." The Doctor murmured still dazed, and Lily leant in. "And you almost didn't keep it. Again." She smiled and he grinned tiredly but Lily added: "And I can't help noticing…" her voice became urgent as she said: "there's Dalekanium still attached to the mast."

The Doctor shot up with a groan. He stared at the last panel as Frank gripped the mast, remembering. "Brilliant." The Doctor said, and then the motioned for them to all go down.

Lily helped the Doctor down while Frank went to call the lovebirds inside, and they all stepped onto the balcony where the Doctor said urgently, but still leaning on Lily for support: "The Daleks will have gone straight to a war footing. They'll be using the sewers, spreading the soldiers out underneath Manhattan."

Laszlo turned to ask: "How do we stop them?" The Doctor turned to him as he said: "There's only one chance. I got in the way. That gamma strike went zapping though me first."

He moved off towards the lift, still using Lily as a human crutch and Martha called as she followed them: "Yeah, but what does that mean?" The Doctor ignored her as he muttered: "We need to draw fire. Before they can attack New York, I need to face them. Where can I draw them out?"

He stopped walking and pushed off Lily, muttering: "Think, think, think, think, think. We need some sort of space." He began to run his hand through his hair, making it stand on end. "Somewhere safe. Somewhere out of the way." He spun around and cried: "Tallulah!"

Tallulah replied: "That's me. Three Ls and an H." Lily sighed while the Doctor said excitedly: "The theatre! It's right above them, and, what, it's gone midnight? Can you get us inside?"

"Don't see why not." Tallulah said sassily while Lily reached up and patted the Doctor's hair down. The Doctor turned to Martha. "Is there another lift?" He demanded, but letting Lily fix his hair.

"We came up in the service elevator." Martha replied, promptly running off to lead the way. "That'll do." The Doctor said with satisfaction. He grabbed Lily's hand as he called: "Allons-y!"

* * *

The Doctor raced into the audience seats, saying happily: "This should do it. Here we go." He jumped onto some seats and began to point his sonic.

The others filed in after him, Tallulah coming in last with Laszlo as she complained: "There ain't nothing more creepy than a theatre in the dark. Listen, Doctor, I know you got a thing for show tunes, but there's a time and place, huh?"

Laszlo sat down tiredly, and Tallulah frowned as she looked at him. "Laszlo, what's wrong?" She asked as she went up to him, caressing him. "Nothing. It's just so hot." Laszlo panted and Tallulah frowned deeper.

"But it's freezing in here. Doctor, what's happening to him?" She asked, and the Doctor replied shortly as he pressed the sonic against his ear: "Not now, Tallulah. Sorry."

"What are you doing?" Martha asked, while Lily frowned up at the Doctor.

"If the Daleks are going to war, they'll want to find their number one enemy." The Doctor explained. "I'm just telling them where I am." He pointed the sonic in the air, beeping it, while Lily asked: "Will it work? They might still not be able to hear the sonic."

He nodded firmly. "They'll find it. After all, I am their prime target."

* * *

The Doctor climbed down from his seat, still pointing his sonic in the air, as they entered the age-old argument. "I'm telling you to go. Frank can take you back to Hooverville."

Martha snapped: "And I'm telling you I'm not going." "Martha, that's an order." The Doctor said angrily, and Martha retorted: "Who are you, then? Some sort of Dalek?"

"Lily, help me out!" The Doctor said, turning to Lily but the brunette girl also had her arms folded across her chest determinedly. The Doctor groaned.

"Why do none of you ever listen?" He asked in exasperation, and Lily answered: "We'd be boring if we did." The doors to the theatre suddenly crashed and people armed with guns marched in from both sides.

"Doctor!" Tallulah gasped. "Oh, my God!" She grabbed Laszlo, helping him up and letting him lean on her for support. "Well, I guess that's them then, huh?"

"Humans, with Dalek DNA?" Martha asked in terror, and Frank jumped alarmed as the people came closer but the Doctor pulled the young man down, saying: "It's alright, it's alright. Just stay calm. Don't antagonize them."

"But what of the Dalek masters? Where are they?" Laszlo asked, and at that moment there was an explosion on the stage. They all screamed, ducking into the seats to avoid the flying debris.

"You had to ask!" Lily cried. When things quieted down, they all peeked over the seats to see two Daleks rolling forward on the still smoking stage, Sec chained and crawling between them, as though he were a dog.

The group all stood, slowly, staring up at the stage as one of the Daleks ordered: **"** The Doctor will stand before the Daleks."

Lily clutched the Doctor's hand, and he squeezed it reassuringly before he let go and climbed over the seats. When he reached the front row, he stepped onto the seats, standing tall and proud while the Dalek said: "You will die, Doctor. It is the beginning of a new age."

The second Dalek added: "Planet Earth will become New Skaro." "Oh, and what a world." The Doctor scorned. "With anything just the slightest bit different ground into the dirt. That's Dalek Sec."

He pointed at Sec in the center as he mocked: "Don't you remember? The cleverest Dalek ever and look what you've done to him. Is that your new Empire, hmm?" He asked, before his voice darkened as he asked: "Is that the foundation for a whole new civilization?"

Sec spoke up: "My Daleks, just understand this. If you choose death and destruction, then death and destruction will choose you." "Incorrect." The Dalek replied. "We will always survive."

The second Dalek chimed in: "Now we will destroy our greatest enemy, the Doctor." The Doctor swallowed while Sec protested: "But he can help you." The Dalek replied: "The Doctor must die."

"No, I beg you, don't." Sec cried as he crawled over to the Dalek's side. "Exterminate!" The Dalek shouted, and Lily screamed: "Doctor!"

She moved forward automatically, knowing it was too late but her body would try. But she froze as Sec stood at that moment, taking the blast as the Dalek fired. He screamed in agony and Martha and Tallulah gasped in horror while Lily's eyes filled with tears.

Sec may have been a Dalek, but he had been the only hope that there was some good in the vial creatures. The Doctor also watched in anger as Sec fell dead onto the stage.

"Your own leader." He said, his voice dark with fury. "The only creature who might have led you out of the darkness and you destroyed him." The Doctor turned to the human Daleks. "Do you see what they did? Huh?" He asked them. "You see what a Dalek really is?"

Lily watched anxiously, but her attention was diverted to the Doctor as he addressed the Daleks.

"If I'm going to die, let's give the new boys a shot. What do you think, eh?" He asked them, gesturing at the Dalek humans. "The Dalek humans. Their first blood." He spat. "Go on, baptise them." He spread his arms wide as he taunted the Daleks.

"Doctor." Lily whimpered.

"Dalek humans, take aim." The Dalek ordered, and they did, pointing it at the Doctor. Laszlo shielded Tallulah and Frank shielded Martha but Lily pulled away, determined to watch.

The Doctor taunted the Daleks angrily. "What are you waiting for? Give the command!" "Exterminate!" The Dalek ordered and the Doctor tensed. Everyone else ducked their heads, unable to watch but Lily stared ahead, her eyes narrowed.

Nothing happened. The other Dalek also cried: "Exterminate!" Nothing. "Obey. Dalek humans will obey." The Dalek ordered, while everyone slowly raised their heads. Lily stared at the Doctor, hope beginning to warm her heart.

"They're not firing. What have you done?" Martha asked the Doctor, and the Dalek shouted: "You will obey. Exterminate."

"Why?" A man asked and the Doctor and Lily turned to him with hope, while the Dalek shouted: "Daleks do not question orders." "But why?" The man asked, and the Dalek ordered: "You will stop this."

"But why?" The man asked and Lily could swear the Dalek shrieked as it said: "You must not question." The man had looked at the Doctor who nodded once and the man answered to the Dalek: "But you are not our master. And we, we are not Daleks."

"No, you're not." The Doctor murmured, and Lily smiled sadly while everyone else looked confused. "And you never will be." The Doctor turned back to the Daleks as he explained: "Sorry, I got in the way of the lightning strike. Time Lord DNA got all mixed up. Just that little bit of freedom."

"If they will not obey, then they must die." The Dalek shouted and it shot the man who screamed before he died.

"Get down!" The Doctor yelled and they all dropped immediately as the Daleks and the Dalek humans began to fire at each other. The air was filled with screams as some Dalek humans fell, the sounds of gunfire, and the Dalek shouts of "Exterminate! Exterminate!"

Soon, one of the Daleks blew up, and the other shrieked: "Extermin-" before it, too, was blasted. The group all stood up slowly looking around.

"It's alright, it's alright" The Doctor ran to the Dalek humans, soothing them as he said: "You did it. You're free." Suddenly there was a high-pitched sound and the Dalek humans all clutched their heads, screaming in pain.

Lily and the Doctor stepped forward in alarm, but they all began to drop down, one by one. Dead. Lily screamed in horror while the Doctor yelled: "No! They can't! They can't! They can't! They can't!"

Martha yelled: "What happened? What was that?" She ran to check on one of the bodies while Lily also bent over one in sorrow.

"They killed them, rather than let them live." The Doctor said numbly. "An entire species. Genocide!" He spat, and Lily crawled over to him. She buried her head in his shoulder, and he wrapped an arm around her protectively.

"Only two of the Daleks have been destroyed." Laszlo said quietly. "One of the Daleks must still be alive." The Doctor said darkly as he tightened his grip on Lily: "Oh, yes. In the whole universe, just one."

* * *

The Doctor entered the lab alone to see the last Dalek strapped into the machine that controlled the Dalek humans. "Now what?" The Doctor asked coldly as the two faced off.

"You will be exterminated." The Dalek replied and the Doctor said in exasperation: "Yeah, yeah, yeah, yeah. Just think about it, Dalek- what was your name?" He asked.

"Dalek Caan." The Dalek replied and the Doctor continued coldly as he approached the Dalek slowly: "Dalek Caan. Your entire species has been wiped out. And now the Cult of Skaro has been eradicated, leaving only you. Right now you're facing the only man in the universe who might show you some compassion."

The Doctor stopped and the Dalek looked at him. "Because I've just seen one genocide. I won't cause another. Caan…" he said in a low voice, "let me help you. What do you say?"

"Emergency temporal shift!" The Dalek cried, and it disappeared, the cables falling off.

"Agh!" The Doctor yelled in frustration and anger. Lily stepped inside, and walked to the Doctor slowly. She paused behind him, then gently raised a hand to his arm. He turned abruptly and pulled her into a tight hug, burying his head into her hair. Lily wrapped her arms around him comfortingly.

"Doctor! Doctor!" Martha's voice suddenly cried. Tallulah and Martha brought in a wheezing Laszlo.

"He's sick." Martha continued, and Lily's face fell when she and the Doctor pulled apart and Lily could see the dying man. Lily stepped forward as Tallulah and Martha half-dragged the man into the room, Martha saying soothingly: "It's okay. You're alright."

They lay him on the ground when his legs gave out, and Lily bent down beside him, the Doctor walking up slowly, his face grave. Martha felt his pulse and told the Doctor as he knelt beside them as well: "It's his heart. It's racing like mad. I've never seen anything like it."

Tallulah begged as she cradled her love: "What is it, Doctor? What's the matter with him? He says he can't breathe? What is it?" "It's time, sweetheart." Laszlo said between gasps and Lily bit her lip.

"What do you mean, time? What are you talking about?" Tallulah asked, her voice breaking a little as she tried not to face the truth. Laszlo explained: "None of the slaves survive for long. Most of them only live for a few weeks."

The Doctor bent his head in thought while Laszlo continued: "I was lucky. I held on because I had you. But now, I'm dying, Tallulah." "No, you're not. Not now, after all this. Doctor, can't you do something?" She begged with tears in her eyes and Lily gazed sorrowfully at him.

She was surprised when the Doctor said: "Oh, Tallulah with three Ls and an H… just you watch me."

He stood up abruptly as he said: "What do I need?" He tossed off his coat to the side as he pretended to think: "Oh, I don't know. How about a great big genetic laboratory?" He turned to them as he said lightly: "Oh look, I've got one."

He began to work, running about the lab as he yelled: "Laszlo, just you hold on. There's been too many deaths today. Way too many people have died. Brand new creatures and wise old men and age old enemies. And I'm telling you, I'm telling you right now, I am not having one more death!"

Lily beamed with tears in her eyes as the Doctor yelled: "You got that? Not one. Tallulah," he called as he pulled out a stethoscope, "out of the way. The Doctor is in." And Lily laughed a little as the Doctor began to work.

* * *

They all stood as the new day dawned in Central Park, waiting. Tallulah and a covered Laszlo stood snuggling while the other three leaned on a bench as they watched Frank return.

"Well, I talked to them," he announced as he approached them, "and I told them what Solomon would've said, and I reckon I shamed one or two of them." "What did they say?" The Doctor asked, and Frank smiled at Laszlo. "They said yes."

Tallulah gasped in joy, and hugged her stunned lover as Frank continued: "They'll give you a home, Laszlo. I mean, er, don't imagine people ain't going to stare. I can't promise you'll be at peace but, in the end, that is what Hooverville is for. People who ain't got nowhere else."

"Thank you." Laszlo whispered. "I…I can't thank you enough." He said sincerely, and Tallulah hugged him delightedly while the others watched, Lily leaning her head contently on the Doctor's shoulder.

* * *

 **"** Do you reckon it's going to work, those two?" Martha asked as they headed back to the Tardis. Lily smiled and nodded, while the Doctor replied: "I don't know."

They all turned back to look at the New York skyline. "Anywhere else in the universe, I might worry about them, but New York?" The Doctor chuckled and shook his head. "That's what this city's good at. Give me your tired, your poor, your huddled masses, and maybe the odd pig slave Dalek mutant hybrid too."

Lily and Martha had to laugh at that. "The pig and the showgirl." Martha mused and Lily smiled, shaking her head. "The pig and his showgirl." She murmured, and Martha glanced at her while the Doctor agreed: "The pig and his showgirl."

Martha mused: "It just proves it, I suppose, that 'there's someone for everyone'." The Doctor glanced at Lily before turning back to look at New York as he muttered: "Maybe."

"Well, I'm starting to believe it." Lily declared as she gazed out at New York, remembering all Tallulah and Laszlo went through. "Mmm." Martha hummed. And they just stood for a moment, the three time travellers staring over the bay at New York and watching the sun shine down where a small miracle had happened that day.


	57. 21-1 The Lazarus Experiment

Lily and Martha gripped on for dear life as the Doctor pressed buttons frantically. The Tardis wheezed and they finally landed. The Doctor lifted the handbrake as he said cheerily: **"** There we go. Perfect landing. Which isn't easy in such a tight spot." He muttered and Martha said flatly: "You should be used to tight spots by now."

Lily smiled at that, and laughed when she saw Martha' face light up as she glanced at the doors. "Where are we?" She asked excitedly and the Doctor replied: "The end of the line." Lily's smile dropped a little at his emotionless tone but Martha didn't notice, running excitedly to the doors.

She paused, looking back and the Doctor added: "No place like it." Martha pulled the doors open, while Lily frowned at the Doctor. "You didn't." She said flatly, and he shrugged.

They followed Martha out the doors, the Doctor in front, and sure enough Lily heard Martha say flatly: "Home. You took me home?" Lily stepped out to find themselves inside Martha's apartment, and the Doctor said cheerily: "In fact, the morning after we left, so you've only been gone about twelve hours. No time at all, really."

He began to look around the room, examing pictures of Martha growing up while Martha protested: "But all the stuff we've done. Shakespeare, New New York, old New York?"

"Yep," the Doctor straightened as he turned to Martha saying in his cheery tone, "all in one night, relatively speaking. Everything should be just as it was-"he looked at each item as he listed them off, "books, CDs, laundry." He picked up one of Martha's underwear from the line, and she snatched it in alarm while Lily looked at the Doctor reproachfully.

He ignored the look as he finished: "So, back were you were, as promised." Martha stared at him in disbelief as she asked: "This is it?" The Doctor nodded, saying lightly: "Yeah, I should probably, um…" He was saved from thinking of an excuse as Martha's phone rang.

Martha's answering machine said cheerily: "Hi, I'm out. Leave a message." "I'm sorry." Martha said with an embarrassed wince while Lily just smiled at her. There was the beep, and then a woman's voice said: "Martha, are you there? Pick it up, will you?"

The Doctor looked at her with raised eyebrows.

"It's Mum. It'll wait." Martha told them tiredly, and the Doctor nodded while Lily fidgeted uncomfortably. Martha's mother continued: "Alright then, pretend that you're out if you like." They all snorted at that, suppressing laughter. "I was only calling to say that your sister's on TV." Martha's face turned shocked, and Lily's eyebrows lifted. "On the news of all things. Just thought you might be interested."

Martha turned on her TV in surprise and Lily and the Doctor joined her to stare at it. "How could Tish end up on the news?" Martha asked blankly, and then stopped as they saw Martha's sister on the news, standing in a suit slightly behind an elderly man who was saying: "I can tell you that tonight, I will demonstrate a device which will redefine our world."

Martha scoffed as she said with a frown: "She's got a new job. PR for some research lab." The Doctor was frowning at the TV as they watched the old man say: "With the push of a single button, I will change what it means to be human." Reporters began to shout: "Professor! Professor!" Martha cut the TV there, and turned to the Doctor saying: "Sorry. You were saying you should…?"

Lily raised her brows at the Doctor's pensive face as he continued to stare at the TV but he replied: "Yes, yes, I should." He leaned on the Tardis as he said: "One trip is what we said."

Lily sighed as Martha just said sadly: "Yeah. I suppose things just kind of… escalated." She said somewhat flirtatiously, and the Doctor grinned at her as he said pensively: "Mmm. Seems to happen to me a lot." Lily snorted at him, and they both briefly turned to her before Martha turned back to the Doctor.

"Thank you. For everything." She whispered and the Doctor grinned at her. "It was my pleasure." He said, and then he climbed back into the Tardis. Lily looked at Martha sadly. "Bye, Martha." She sighed, and Martha nodded.

Lily paused, before reaching forward and hugging the girl who looked so broken-hearted. Martha hugged her back tightly, and Lily finally let go. She smiled back at her sadly as she got into the Tardis.

As soon as the doors closed behind her, the Tardis wheezed and dematerialized while Martha stared at it sadly. She couldn't believe he'd just left her like that, and she turned away when suddenly there was the wheezing again. Martha turned back to find to her disbelief and delight that the Tardis was back in her room. The door opened and the Doctor popped his head out.

"No, I'm sorry. Did he say he was going to change what it means to be human?" The Doctor asked.

* * *

The Doctor and Martha walked down the street in formal evening dress, Martha in a dark maroon dress and the Doctor in a black tuxedo. Lily would be joining them at the party- she'd gone out and flirted her way into scoring a date for the night.

It helped that the Doctor's psychic paper named her as supposed royalty and her date, a worker in the same department as Martha's sister, Tish, was thrilled to show her off at the party.

The Doctor complained as he fixed his cuffs: "Oh, black tie. Whenever I wear this, something bad always happens."

Martha looked away from admiring him as she teased: "It's not the outfit, that's just you. Anyway, I think it suits you. In a James Bond kind of way." She flirted lightly and the Doctor said in an aghast tone: "James Bond?"

He paused before asking in feigned nonchalance: "Really?" Martha snorted as they arrived at the building labeled Lazarus Laboratories. They walked into the reception room where people were mingling around while in the center of the room there was a large white, circular dais.

In the middle was a man-sized chamber with frosted glass hiding the inside and four posts around it, each curved slightly at the edge so that they curled in on the chamber. Music was playing softly in the background and as Martha and the Doctor stood there, a waiter walked past with a tray of food.

 **"** Oh, look, they've got nibbles! I love nibbles." The Doctor said gleefully as he grabbed one, tossing it in his mouth. Martha gave a snort of laughter, unable to believe his rude and childish actions when Tish came up, also dressed beautifully as she said: "Hello." "Tish." Martha greeted and the sisters hugged.

"You look great." Tish complimented as they broke apart, and then she got right into it, asking: "So, what do you think? Impressive, isn't it?" Martha looked around, admitting: "Very." "And two nights out in a row for you. That's dangerously close to a social life." Tish teased.

Martha joked: "If I keep this up, I'll end up in all the gossip columns." Tish laughed as she said: "You might, actually. You should keep an eye out for photographers. And Mum, she's coming too. Even dragging Leo along with her."

"Leo in black tie?" Martha scoffed. "That I must see." Martha saw Tish glance at the Doctor questioningly, and Martha introduced: "This is, uh, the Doctor." The Doctor shook Tish's hand, saying between his 'nibbles': "Hello."

Tish smiled before glancing at Martha. "Is he with you?" She asked and Martha replied after a slight hesitation, thinking about the different connotation the question could imply: "Yeah."

Tish asked confused: "But he's not on the list. How did he get in?" Martha muttered: "He's my plus one." Tish scoffed. "There seems to be a lot of that tonight. Peter's brought a date too. Very unprofessional. But that's to be expected of a kid who only got in because his father's some big deal with the professor."

She nodded over at the man she'd mentioned, and both Martha and the Doctor turned to look. Martha's eyes widened slightly while the Doctor's jaw dropped. Beside the rather dim-looking man, who they guessed was this Peter, was a very beautiful, very familiar brunette in a dark green gown that brought out the small green flecks in her hazel eyes.

Her hair was piled into an elegant bun on her head, and she smiled graciously at something her date had said. "Oh, wow…" Martha whispered while the Doctor swallowed. Martha saw it and frowned at him.

"Do you know them?" Tish asked Martha, confused, and the Doctor quickly cut in: "So, this Lazarus, he's your boss?" Tish answered: "Professor Lazarus, yes. I'm part of his executive staff." Tish smiled.

Martha piped up: "She's in the PR department." Tish looked offended as she said: "I'm head of the PR department, actually." Martha's smile dropped as she said incredulously: "You're joking."

"I put this whole thing together." Tish retorted. The Doctor interjected: "So do you know what the professor's going to be doing tonight? That looks like it might be a sonic microfield manipulator." He said as he looked at the chamber.

Tish muttered to Martha: "He's a science geek. I should have known." She added politely to the Doctor: "Got to get back to work now. I'll catch up with you later." She nodded at Martha before walking away.

The Doctor waited until she was gone to ask Martha: "'Science geek'? What does that mean?" Martha replied: "That your obsessively enthusiastic about it." "Oh, nice." The Doctor grinned smugly.

The two had moved to peer at the chamber more closely, when suddenly someone called: "Martha." Martha turned and gasped: "Mum!" She gave her mother a big hug as the Doctor turned around. Francine, Martha's mother, gasped in delight, but also confusion.

"Alright, what's the occasion?" She asked as they pulled away and Martha shrugged it off as she said: "What do you mean? I'm just pleased to see you, that's all." Francine looked at her daughter oddly.

"You saw me last night." She pointed out, and Martha just dodged it by saying: "I know. I just… miss you." Martha turned to her brother, and punched him lightly as she teased: "You're looking good, Leo."

Her brother laughed as he said: "Yeah. If anyone asks me to fetch them a drink, I'll swing for them." Francine was looking suspiciously at the Doctor as he stood by, watching them and she said to Martha slowly: "You disappeared last night."

The Doctor grinned a little at that while Martha said a little guiltily: "I… just went home." Her mother looked at her sternly. "On your own?" She asked, before her eyes flickered over to the Doctor.

Martha turned and quickly introduced him: "This is a friend of mine. The Doctor." "Doctor what?" Francine asked with a smile plastered on her face, and Martha interjected: "No, it's just 'the Doctor'. We've been doing some work together." She explained as Leo extended a hand to the Doctor.

"You all right, mate?" He asked and the Doctor smiled politely as they shook hands. The Doctor moved over to Francine, offering a hand as he said with a smile: "It's lovely to meet you, Mrs Jones. Heard a lot about you."

"Have you?" Francine asked a little coldly. "What have you heard, then?" The Doctor smiled as he tried to play it off. "Oh, you know, that you're Martha's mother and…" he paused, and Martha cringed a little. "Um, no, actually, that's about it."

Francine raised her eyebrows as the Doctor babbled: "We haven't had much time to chat. You know, been busy." Francine just looked at him as she repeated: "Busy? Doing what, exactly?"

The Doctor paused before saying vaguely: "Oh you know... Stuff." He tried, and Francine lifted her brows ever higher. Martha bit her lip, and of course that was the moment Lily chose to join them.

"Can't do it, cannot do it." She muttered as she appeared behind the Doctor, looking very agitated. He turned to look at her in surprise, very aware that Francine was watching intently and with her eyebrows raised so high the Doctor wondered if they'd fall off.

"He's an idiot, I can't spend the rest of the night with him, I'll go mad!" Lily said aggravated. She paused when she saw the Doctor's face as he silently signaled for her to stop. She glanced over to see a mortified Martha, an amused Leo and a very suspicious Francine.

"Oh…" Lily muttered. Francine looked at the Doctor and she asked coldly: "Another lady friend?" The connotation was very clear and the Doctor gaped like a fish while Lily looked confused.

Martha stepped in, aggravated. "No; mum, meet Lily. She's a friend of mine and the Doctor's." Francine looked between the three as she said: "Oh? More 'new friends'?" Martha cringed while the Doctor looked very awkward.

Lily glanced around and immediately set about making things right. "Hi, you must be Mrs. Jones." She said with a smile, extending her hand. Francine took it with raised brows as Lily smiled and said: "I've heard so much about you."

"Curious, he said that earlier." Francine pointed out as she nodded at the Doctor. He cringed a little when Lily glanced back at him and she caught it before she smiled back at Francine.

"Really? I doubt he had much to say about it though, he isn't one to tend to ask or remember personal things." Lily answered lightly. Martha snorted while the Doctor looked offended and Francine lifted her eyebrows.

"Sounds like you know him well." She said, and Lily smiled. "Why yes, I was his friend first. He actually introduced me to Martha, and I'm glad because she's a wonderful girl."

Lily grinned at Martha, who beamed back. Francine saw it and pursed her lips, but thankfully seemed to accept it for now.

Thankfully, Lazarus tapped on his glass at that moment, calling: "Ladies and gentlemen," they all turned to face the man, thankful to get away from Francine's sharp eyes even for a little while, "I am Professor Richard Lazarus and tonight I am going to perform a miracle."

The Doctor frowned as Lazarus continued: "It is, I believe, the most important advance since Rutherford split the atom, the biggest leap since Armstrong stood on the moon. Tonight, you will watch and wonder. Tomorrow, you will wake to a world which will be changed forever." He declared confidently and they all watched with anticipation as Lazarus opened the door and moved into the chamber.

A pair of beautiful scientists tapped controls, and finally pressed a large red button. The four pillars started to oscillate, releasing bright electric currents as they spun around the chamber, pouring energy into it. The crowd shielded their eyes as they watched in wonder.

Suddenly, an alarm started blaring and the electricity crackled. "Something's wrong." The Doctor murmured, looking around. "It's overloading." Suddenly, sparks and smoke flew from the controls, and the Doctor rushed over, Lily on his heels.

He pulled out his sonic as he jumped over the counter, beginning to sonic the computer while pushing buttons. Lily was crawling over the counter to help as a rich-looking old lady shouted: "Somebody stop him. Get him away from those controls!"

The Doctor glared briefly as he yelled: "If this thing goes up, it'll take the whole building with it. Is that what you want?" Lily had made it over as well, and the Doctor began ordering her on what to do.

She did as she was told without question as the chamber's columns spun at an incredible speed, and it began to emit a mechanical screech. Finally, the Doctor jumped over the counter again and pulled out a large power cable, and the machine began to slow down, before finally coming to a safe stop.

Martha dashed up to the chamber as the Doctor helped Lily back over the counter, and the two ran to Martha. "Get it open!" The Doctor ordered as he and Lily ran around to the front, and Martha did as she was told. She heaved the door open, and the Doctor screeched to a halt right before the doors, stopping Lily with him.

They all stared as smoke spilled out of the chamber, and then Lazarus staggered out. Lily couldn't believe her eyes. He was a young man. He touched his face carefully before he chuckled. The old lady from before looked absolutely delighted while the Doctor was horrified.

Lazarus stepped down further and spread his arms as he announced: "Ladies and gentlemen, I am Richard Lazarus. I am seventy six years old and I am reborn!"

People began to clap loudly, excited, some cheering while Martha and Lily stared at the man in a mix of shock and horror; the Doctor's brows were furrowed as he too remained silent. The old woman was saying delightedly: "He did it. He actually did it."

* * *

They stood by the chamber, watching Lazarus pose for the photographers, sometimes alone, sometimes with delighted guests who wanted to take a photo with him. Martha and Lily were watching the man while the Doctor examined the chamber surreptitiously.

"It can't be the same guy." Martha murmured as she leaned on one of the chamber's columns. "It's impossible. It must be a trick." The Doctor replied in a low murmur as he examined the column: "Oh, it's not a trick. I wish it were."

Martha turned to him while Lily continued to frown at the man. "What just happened then?" She demanded and Lily breathed as she quoted: "He just 'changed what it means to be human'."

Suddenly the old lady from before appeared, pushing past the photographers, saying: "Excuse me." The three of them watched as she spoke directly to Lazarus: "That was the most astonishing thing I've ever seen. Look at you." She said almost reverently as she lifted her hands to gesture at the man's now-young face.

Lazarus replied" "This is only the beginning. We're not just making history, we're shaping the future, too." He smiled and the old woman said elatedly: "Think of the money we'll make. People will sell their souls to be transformed like that. And I'll be first in line." She chuckled, and Lazarus joined in before he suddenly gasped.

Lily's eyes narrowed as she watched him straighten his back, his spine cracking a little. The old lady looked a little alarmed and Lazarus gave her a reassuring smile before abruptly taking the entire tray from a passing waiter. He then proceeded to eat all the food on it, eating as quickly as his hands could pick up and toss the food into his mouth.

The old lady looked faintly disgusted, and Lily wondered at the man's sudden lack of manners. "Richard." The old lady chided as she watched the man, and he answered with his mouth full, barely pausing: "I'm famished."

The Doctor suddenly popped up behind him as he said: "Energy deficit." Martha had followed behind the Doctor, but Lily stayed away, hidden as she watched. "Always happens with this kind of process." The Doctor continued as Lazarus turned to face him.

Lazarus noted: "You speak as if you see this every day, Mr…?" "Doctor." The Doctor supplied before adding: "And well, no, not every day, but I have some experience of this kind of transformation."

Lily stifled a smile at that while Lazarus scoffed with a polite smile: "That's not possible." The Doctor rattled off: "Using hypersonic sound waves to create a state of resonance. That's inspired."

Lazarus's eyes narrowed slightly as the Doctor talked, and his expression had become cold as he said: "You understand the theory, then."

The Doctor answered seriously: "Enough to know that you couldn't possibly have allowed for all the variables." Lazarus paused before he lifted another finger-food to his mouth as he answered calmly: "No experiment is entirely without risk."

He turned slightly away, indicating he was done with the conversation but the Doctor said seriously: "That thing nearly exploded." Lazarus glanced at him calmly as he sucked his fingers clean, and the Doctor continued: "You might as well have stepped into a blender."

The old woman cut in: "You're not qualified to comment." The Doctor said to her seriously: "If I hadn't stopped it, it would have exploded." Lazarus cut in again as he said: "Then I thank you, Doctor."

He smiled without emotion before he said lightly: "But that's a simple engineering issue. What happened inside the capsule was exactly what was supposed to happen. No more, no less." Martha chimed in, scoffing a little as she said: "You've no way of knowing that until you've run proper tests."

Lazarus laughed before saying confidently: "Look at me. You can see what happened. I'm all the proof you need." The old woman added: "This device will be properly certified before we start to operate commercially."

Lily's eyes widened in alarm and Martha echoed her feelings as she said incredulously: "Commercially? You _are_ joking. That'll cause chaos."

"Not chaos…change." Lazarus corrected calmly. "A chance for humanity to evolve, to improve." The Doctor said flatly with a frown: "This isn't about improving. This is about you and your customers living a little longer."

Lazarus smiled before it dropped and he said coldly: "Not a little longer, Doctor. A lot longer. Perhaps indefinitely." The old woman interjected, fed up with the conversation: "Richard, we have things to discuss, upstairs." She turned and left.

Lazarus moved after her, saying lightly: "Goodbye, Doctor." He turned back to them as he said confidently: "In a few years, you'll look back and laugh at how wrong you were." He held out a hand to Martha, and she lifted hers to shake it.

But Lazarus simply turned it and kissed Martha's hand in a farewell greeting. Martha's face scrunched just a little as she tried to hide her disgust, and then Lazarus left them.

Lily stepped out, joining them as the Doctor groaned under his breath: "Oh, he's out of his depth. No idea of the damage he might have done." Martha asked quietly: "So what do we do now?"

Lily smiled as the Doctor replied: "Now? Well, this building must be full of laboratories. I say we do our own tests." Martha turned to grin at him while Lily chimed in: "Lucky Martha managed to collect a DNA sample then."

She gestured at Martha's hand, and grinned as Martha's eyes widened before other girl was grinning back at her. The Doctor looked between the girls, saying in awe: "Oh, Lily Tyler, Martha Jones, you two are stars." They grinned before the three quickly walked off.


	58. 21-2 Mutant Gene

They'd managed to sneak into a lab, with some help from the sonic, and now the three were huddled around a computer as they looked at the results of Lazarus's DNA test showed up.

 **"** Amazing." The Doctor whispered as he stared through his glasses. "What?" Martha asked, and the Doctor murmured: "Lazarus's DNA." Lily suddenly saw something, leaning in as she said: "Oh, my God."

The Doctor smirked at her, knowing what she'd seen Martha frowned at the screen, saying: "I can't see anything different." "Look at it." The Doctor ordered. And this time, Martha saw it as well.

"Oh, my God." She echoed Lily whose eyes were huge as she stared at it. "Did that just change?" Martha demanded and both the Doctor and Lily nodded. Martha turned back to the screen as she protested: "But it can't have."

"But it did." The Doctor replied and Lily swallowed. "It's impossible." Martha argued firmly. The Doctor breathed: "And that's two impossible things we've seen so far tonight."

He turned to them with grins. "Don't you love it when that happens?" He asked lightly, but neither girl was looking at him as they stared at the screen in disbelief.

"His molecules are going haywire." Lily murmured and he turned back to the screen as well as Martha murmured: "That means Lazarus has changed his own molecular patterns."

The Doctor nodded as he explained: "Hypersonic sound waves to destabilize the cell structure, then a metagenic programme to manipulate the coding in the protein strands."

Lily had frowned but Martha turned to look at the Doctor with raised brows, indicating her confusion. "Basically, he hacked into his own genes and instructed them to rejuvenate." The Doctor clarified.

Martha turned back to the screen and muttered as she watched it change again: "But they're still mutating now." "He's made a mistake somewhere." Lily murmured and the Doctor nodded.

"Well, more like he missed something." The Doctor said in a low voice. "Something in his DNA has been activated and won't let him stabilize. Something that's trying to change him."

Martha frowned as she asked: "Change him into what?" "I don't know," the Doctor replied, "but I think we need to find out."

"That woman said they were going upstairs." Martha said immediately, and Lily's brows furrowed as she glanced at the screen one more time. "Let's go." The Doctor ordered, moving to the doors, and the girls followed.

* * *

They stepped out of the elevator, and the Doctor switched on the lights so that they could see a room filled with screens and art, with a mahogany desk at one end. Martha commented: "This is his office, alright."

"As pretentious as he is." Lily agreed while the Doctor frowned. "So where is he?" The Doctor wondered, and Martha shrugged: "Don't know." Lily's eyes suddenly widened as she spotted something.

"Let's try back at the…" Martha began, when Lily nudged both the Doctor and Martha and they looked at where she was staring horrified, "reception." Martha finished in horror. They were staring at a skeletal leg wearing a woman's smart heel sticking out from behind Lazarus's desk.

The Doctor rushed over, and Martha followed, Lily behind still reeling. Martha gasped in horror as she looked down, and when Lily saw what she'd seen, she felt ill. Lily could feel the blood draining from her face as the Doctor bent over the skeleton wearing the old man's dress. The girls bent over too, and Martha asked, horrified: "Is that Lady Thaw?"

Lily stared at the old woman's now grey face, the skin still intact, while the Doctor replied softly: "Used to be. Now it's just a shell. Had all the life energy drained out… like squeezing the juice out of an orange."

Lily's brows furrowed and she pursed her lips while Martha whispered: "Lazarus?" "Could be." The Doctor murmured and Lily muttered: "More like most likely." The Doctor sighed and nodded. "Yeah, probably."

"So he's changed already?" Martha asked with dread, but the Doctor murmured: "Not necessarily. You saw the DNA. It was fluctuating. The process must demand energy. This might not have been enough." Lily and Martha's eyes widened.

"So he might do this again?" Martha asked in horror, and the Doctor: "Mmm." "Oh, Lord." Lily moaned, and she and Martha dashed to the elevators, the Doctor right behind them. They quickly got in, heading down to the reception to find Lazarus, unaware that just as they left, Lazarus returned… with Tish.

They got off the elevator, looking around frantically. "I can't see him." Martha said fearfully, and Lily said anxiously: "He should be easy to spot if he was here." "He might still be here," the Doctor replied, "and if he is, he can't be far. Keep looking."

"Hey, you all right, Marth?" Leo suddenly cut in, drawing Martha's attention. The Doctor and Lily moved on, continuing their search, while Martha paused by her brother.

"I think Mum wants to talk to you." He said amused, but Martha asked urgently: "Have you see Lazarus anywhere?"

Leo replied puzzled: "Yeah, well, he was getting cosy with Tish a couple of minutes ago." Martha's heart almost stopped. The Doctor and Lily returned, neither successful, just in time to hear the end of Leo's sentence.

"Oh, no." Lily whispered while Martha turned to them. "With Tish?" She asked in horror. Francine chose that moment to join them, saying: "Ah, Doctor-" The Doctor ignored her, asking Leo quickly: "Where did they go?"

Leo gestured as he answered: "Upstairs, I think. Why?" "Oh, God." Lily said with wide eyes, and the Doctor sprinted for the elevators, pushing Francine aside as she repeated: "Doctor-"

His push caused her drink to spill over her arm, and Francine snapped after him as the two girls started to follow: "I'm speaking to you!" "Not now, Mum." Martha called while Lily sent her an apologetic look as she said: "Sorry, it's an emergency, he didn't mean it!"

They waited impatiently for the elevator to arrive before they dashed out into Lazarus's office but it was empty. "Where are they?" Martha cried, and the Doctor pulled out his sonic as he said: "Fluctuating DNA will give off an energy signature. I might be able to pick it up."

He began to scan with the sonic, and then he said: "Got him."

"Where?" Martha demanded, and the Doctor pointed upwards. "But this is the top floor." Martha began but Lily cut in as Martha also realized: "The roof." They dashed up the stairs, but the Doctor urged them to be quiet as they slipped onto the roof.

Lily was revolted to see Lazarus flirting with Tish, the two standing in the center of the rooftop as they gazed at each other. Lazarus was just saying: "There's always something to surprise you. 'Between the idea and the reality, between the motion and the act-"

"-'Falls the Shadow'." The Doctor finished the quote for him. Lazarus and Tish turned to see the three of them standing by the door. The Doctor stepped forward, coming to a stop about halfway to Lazarus.

"So the mysterious Doctor knows his Eliot. I'm impressed." Lazarus commented, and Tish hissed: "Martha, what are you doing here?"

Martha warned quietly: "Tish, get away from him." Her sister looked surprised, and then insulted. "What? Don't tell me what to do."

Lazarus looked between them curiously and then at Lily standing a little behind the other two. The Doctor cut in: "I wouldn't have thought you had time for poetry, Lazarus, what with you being busy defying the laws of nature and all."

Lazarus said quietly as he looked down: "You're right, Doctor." He then raised his head as he said smugly: "One lifetime's been too short for me to do everything I'd like. How much more I'll get done in two or three or four."

Lily's eyes narrowed while the Doctor said almost sadly: "Doesn't work like that. Some people live more in twenty years than others do in eighty. It's not the time that matters, it's the person."

Lazarus simply replied: "But if it's the right person, what a gift that would be." "Or what a curse." The Doctor said, and he pointed out: "Look at what you've done to yourself."

Lazarus's face set and he said coldly: "Who are you to judge me?" "He's the Doctor." Lily replied flatly, and Lazarus glanced at her while the Doctor felt pride as he turned his head slightly towards her.

Martha meanwhile was urging her sister: "Over here, Tish." Tish walked forward as she accused with tears shining in her eyes: "You have to spoil everything, don't you? Every time I find someone nice, you have to go and find fault."

Lily's eyes widened as Lazarus began to spasm, his bones cracking. Neither sister noticed as Martha said: "Tish, he's a monster!" Lazarus fell onto the floor as Tish scoffed as she said: "I know the age thing's a bit freaky, but it works for Catherine Zeta-Jones."

That was when Martha saw Lazarus behind Tish as Lazarus started to growl, the Doctor and Lily already looking down at the man. The Doctor's brows knit as he watched while Lily's eyes were huge with fear.

Tish finally turned around to look at what they were staring at, and her anger faded as she stared in shock and terror at Lazarus who was mid transformation. The scientist was now a large, bony creature with many legs and arms, a red-ish tone to its skin. It looked almost like a scorpion with a human's face.

"What's that?" Tish asked as she backed away and the creature reared up, lifting one of its spiked arms.

"Run!" The Doctor yelled.

Martha ran first, heading straight down the stairs, Tish behind her. Lily darted inside after them, and the Doctor came in last, sonicing the roof door behind him. Martha pressed the button to the elevator, before turning to ask her sister worriedly: "Are you okay?"

Tish just looked shocked as the Doctor and Lily ran up, and she said horrified: "I was going to snog him." The creature banged on the door, and they all turned to it in alarm. The door was holding, but barely as the creature continued to ram into it.

Suddenly the lights flickered, and an alarm sounded while a computerized voice said: "Security one. Security one. Security one." All the lights switched off and Lily peered down to see doors sliding shut.

"What's happening?" Martha asked and Tish answered: "An intrusion. It triggers a security lockdown. Kills most of the power. Stops the lifts, seals the exits." The Doctor immediately turned back to the door holding the creature back.

"He must be breaking through that door." He murmured. There was another bang as the door shook and the Doctor grabbed Lily's hand and yelled at all the girls as he ran: "The stairs, come on!"

They'd raced down a few flights when there was an almighty crash and a growl. Martha screamed as she looked up: "He's inside!" "We haven't got much time!" The Doctor answered as he continued to run.

They ran into the reception room, and the Doctor looked around briefly before asking urgently: "Tish, is there another way out of here?" "There's an exit in the corner, but it'll be locked now." Tish replied and the Doctor turned to Lily, saying as he passed her his screwdriver: "Lily, setting fifty four. Hurry."

She ran to the door, Martha and Tish running after her, as the Doctor ran to the chamber podium. The Doctor shouted at everyone: "Listen to me! You people are in serious danger! You need to get out of here right now!"

A woman scoffed: "Don't be ridiculous. The biggest danger here is choking on an olive." Suddenly there was loud crash as glass shattered and Martha and Tish looked around in terror to see the mutant Lazarus appearing on the mezzanine with a roar. He jumped down, smashing a table as he roared, and people ran as they screamed in panic.

Lily was almost shoved out the way as people came running to the door, trying to get out. "Leave her alone!" Martha shouted, shielding Lily as she soniced the door. The doors slid open and Lily moved out the way, yelling at everyone: "Go! Go! Everyone run!"

Martha also urged everyone out shouting: "Over here! This way! Everyone downstairs now! Hurry!"

Meanwhile the mutant Lazarus had killed a woman while the Doctor watched helpless, and it moved towards Francine and Leo, who had been hit to the hit by the monster's tail earlier.

"Lazarus!" The Doctor shouted. "Leave them alone!" The monster turned to the Doctor as Martha returned to her family, Lily with her. "Martha." Francine said in alarm and relief and Martha soothed as she pulled her family away: "Come on, stay with me. You're okay."

The Doctor was saying to Lazarus: "What's the point? You can't control it. The mutation's too strong. Killing those people won't help you. You're a fool." The Doctor stood his ground as the mutant creature stepped closer.

"A vain old man who thought he could defy nature. Only Nature got her own back, didn't she? You're a joke, Lazarus!" The monster reared in anger and the Doctor shouted: "A footnote in the history of failure!" He then turned on his heel and ran off, leading Lazarus with him.

"Lily!" Martha yelled but Lily tossed the sonic at Martha yelling: "You might need this!" before the girl sprinted after the Doctor. Martha quickly turned to her family as Tish asked: "What's the Doctor doing?"

Martha explained: "He's trying to buy us some time. Let's not waste it. Leo, look at me. Focus on me. Let's see your eyes. He's got concussion. Mum, you'll need to help him downstairs."

Martha spoke quickly as she put some ice in a napkin, passing it to her mother as she said: "This'll keep the swelling down. Go! I'll be right behind you. Tish, move! We need to get out of here."

* * *

The Doctor had run all the way to the basement, and he clambered among the pipes and control panels as he hid from Lazarus. There was a clang as the mutant entered, and as the Doctor hid the mutant hissed: "It's no good, Doctor. You can't stop me."

The Doctor retorted: "Is that the same arrogance you had when you swore nothing had gone wrong with your device?" Lazarus 's voice echoed a little as he answered: "The arrogance is yours. You can't stand in the way of progress. "

"You call feeding on innocent people progress? You're delusional!" The Doctor shouted, and Lazarus hissed as he crawled amongst the pipes: "It is a necessary sacrifice."

"That's not your decision to make." The Doctor said harshly. The Doctor moved carefully through some more pipes when suddenly a light came on and Lazarus hissed: "Peek a boo." The Doctor raised his eyes to the ceiling where Lazarus was hanging upside down.

"Oh, hello." The Doctor said, and as the mutant opened its mouth and roared, the Doctor sprinted, going out the door and into another corridor. He skidded to a stop at a lab when he heard a yell: "Doctor!"

He turned to see Lily running to him. "What are you doing, why aren't you outside?" He demanded, and Lily replied: "Couldn't leave you, now come on!" She dragged him inside, and she immediately pointed to a light attached to a pillar.

"There!" She whisper-shouted as they heard snarling and clanging, as Lazarus got closer. The Doctor heaved a sigh- why was she clever enough to know his every thought- before he darted up on a bench by the light, unscrewing the bulb and beginning to pull at the wires gently so that the bulb hung delicately.

Lily meanwhile ran about the room, pulling out tubes off gas fittings and opening them, letting the gas hiss out. The Doctor finished his work, and ran over to her, pulling her down in alarm as Lazarus hissed: "More hide and seek, Doctor? How disappointing."

The Doctor reached up, turning on as many gas pipes as he could as he led Lily silently through the lab towards the back door. There was crash and the sound of glass shattering.

"Why don't you come out and face me?" Lazarus hissed and the Doctor answered as he took Lily's hand, gripping it tightly: "Have you looked in the mirror lately?" He stood up, pulling Lily with him so they stood facing the mutant as it stood by the door.

"Why would I want to face that, hmm?" And with that the Doctor and Lily ran for the back door as the mutant chased after them. The Doctor hit the lights as he pushed Lily through the door and jumped out himself. He shielded Lily with his body as the whole lab exploded.

The Doctor quickly pulled Lily up and they raced down the corridors. They ran around a corner and Lily shrieked while Martha gasped as they rammed into each other. The Doctor grabbed Martha, steading both girls as he stared at their latest addition incredulously.

"What are you doing here?" He demanded and Martha replied as she held up his sonic: "I'm returning this. I thought you might need it." He took it confused as he looked between the girls.

"How did you get it?" He asked and Lily said: "How do you think? I gave it to her." He looked back at Martha as he asked blankly: "How did you know…?"

Martha shrugged and replied: "I heard the explosion. I guessed it was you." The Doctor almost sighed but he explained instead: "We blasted Lazarus."

"Did you kill him?" Martha asked quickly, and Lily tugged on them both. They turned to see Lazarus at the balcony corridor opposite them. Lazarus jumped, crashing the glass railings and the Doctor pulled both girls after him, saying as they ran: "More sort of annoyed him, I'd say."

* * *

They ran into the reception room and Martha gasped as they stood looking around for somewhere to run or hide: "What now? We've just gone round in a circle."

Lazarus growled as he appeared around the corner, and the Doctor pulled Lily with him as he ran for the chamber. "We can't lead him outside!" The Doctor ordered as he pulled the door open.

"Come on, get in." He ordered as he pushed Lily in. Martha hopped in and the Doctor followed, shutting the door just in time. Lily was facing inwards, pressed into the Doctor's front, Martha squishing into her side. The Doctor and Martha's sides were pressed together as well as they were squashed inside the small space.

"Are we hiding?" Martha whispered, and Lily tried to shake her head but it was under the Doctor's chin, and she stopped immediately as she accidentally shacked him. The Doctor rubbed his chin as he replied quietly: "No, he knows we're here. But this is his masterpiece. I'm betting he won't destroy it, not even to get at us."

"But we're trapped." Martha pointed out, terrified and the Doctor muttered: "Well… yeah, that's a slight problem."

Martha looked at him incredulously. "You mean you don't have a plan?" She asked, and the Doctor snapped: "Yes, the plan was to get inside here." The mutant growled at them as it continued to circle the machine.

"Then what?!" Martha demanded and the Doctor retorted: "Well… then I'd come up with another plan." "In your own time, then." Martha said sarcastically and Lily sighed.

"Look, there isn't a manual for escaping a crazy mutant scientist." She pointed out, just as the Doctor reached into his jacket. Lily yelped as his hands squashed her even more, and came uncomfortably close to her chest. Martha was also pushed further by his elbow and she protested: "Hey!"

"Sorry, sorry, sorry." The Doctor said to both girls as he pulled out his sonic. "Here we are." The Doctor murmured as he raised his hand a bit to grip the sonic securely in his hand. In doing so, his head moved a little, and Lily tried not to be distracted by how his breath was falling on her forehead.

"What're you going to do with that?" Martha asked, oblivious as she couldn't see them. The Doctor began to wiggle down towards the floor and Lily's eyes widened as his mouth came dangerously close to her own.

"Improvise." The Doctor replied and Lily felt his mouth gently touch the side of her mouth as he spoke. The Doctor felt it too, and paused for a split second before continuing to wriggle down. Unfortunately, the torture was not over for them as his knee pressed into the gap between Lily's legs in his quest to reach the floor.

Lily squeezed her eyes shut, unbelievably uncomfortable with the situation while the Doctor tried his hardest to ignore how close he was and how aware he was of each moment of contact he had with Lily.

The Doctor finally reached the floor, and he slid open a panel, starting to work on the wires and sonicing different parts as Lazarus snarled at them from outside. The Doctor was trying to ignore Lily's legs in front of him as he worked when Martha asked: "I still don't understand where that thing came from. Is it alien?"

The Doctor, relived for some distraction, muttered: "No, for once it's strictly human in origin." Lily frowned at that, also distracted. "Human? How can it be human?" Martha asked in disbelief.

"If he had a mutant gene in his DNA…" Lily murmured and the Doctor replied in agreement as he continued to work: "Exactly, its from dormant genes in Lazarus's DNA. The energy field in this thing," he glanced up at the chamber, "must have reactivated them. Now it looks like they're becoming dominant."

"So it's a throwback." Martha whispered in realization and the Doctor explained: "Some option that evolution rejected for you millions of years ago, but the potential is still there. Locked away in your genes, forgotten about until Lazarus unlocked it by mistake."

"It's like Pandora's box." Lily murmured, and the Doctor nodded as he said: "Exactly. Nice shoes, by the way." Martha looked down at him incredulously while Lily's face turned bright red.

"Is this the time to flirt?" Martha demanded, while the Doctor wondered what had possessed him to say that.

Suddenly the machine switched on. "Oh, no." Lily gasped while Martha asked: "What's happening?" The Doctor sighed.

"Sounds like he's switched the machine on." He muttered and Martha said touchily: "And that's not good, is it?"

The Doctor groaned as he said: "Well, I was hoping it was going to take him a little bit longer to work that out." He was still sonicing a part of the machine and Lily murmured, slightly panicked as lights flashed and the machine's columns span: "Doctor…"

Martha added: "I don't want to hurry you, but-" "I know, I know. Nearly done" The Doctor shouted.

"Well, what're you doing?" Martha demanded, her voice high with fright and the Doctor snapped: "I'm trying to set the capsule to reflect energy rather than receive it." "Will that kill it?" Martha asked in terror.

Lily squeezed her eyes shut while the Doctor replied: "When he transforms, he's three times his size. Cellular triplication. So he's spreading himself thin." The lights were getting brighter and Martha yelled in panic: "We're going to end up like him!"

Lily said through her teeth: "Any time now, Doctor!" "Just one more!" The Doctor shouted back as he pulled the last wire. And suddenly, the machine stopped and all the built-up energy exploded away, blasting Lazarus backwards across the room.


	59. 21-3 Martha's Decision

The Doctor wiggled back up, and he opened the chamber door carefully. He stepped out slowly, pulling Lily out with him while Martha staggered out behind them. They were all trying to calm their racing hearts, coming down from the adrenaline high.

 **"** I thought we were going to go through the blender then." Martha breathed as she sighed in relief. "Really shouldn't take that long just to reverse the polarity." The Doctor replied as he looked up at the chamber.

"I must be a bit out of practice." He muttered as he stepped forwards. The girls followed, all of them looking down at a naked human man lying on his stomach on the floor before them. Lily breathed deeply, torn between horror and pity. Martha seemed to be feeling the same way as she murmured: "Oh, God. He seems so human again. It's kind of pitiful."

She looked up at the Doctor who replied softly: "Eliot saw that, too. 'This is the way the world ends. Not with a bang, but with a whimper'." He quoted, and Lily bowed her head. She leaned on the Doctor, reaching out a hand to Martha as the three stood in silence for a moment, staring down at the poor, unconscious man.

* * *

The ambulance had arrived to take the Lazarus away, and the three of them stepped down the steps at the front of the building, watching him being carried off. The Doctor was loosening his bowtie as they watched, and Lily and Martha still had their hands clutching each other's in shared sympathy.

"Oh, she's all right." They heard and Lily let Martha go as Tish came in to hug her sister. Martha stepped forward to meet Tish, and the rest of Martha's family was moving towards them as well.

The Doctor greeted as Francine strode up to them: "Ah, Mrs Jones. We still haven't finished our chat." Lily was alarmed to see the woman's angry face and she yelped in surprise as Martha's mother slapped the Doctor hard across the face.

"Doctor!" Lily gasped as the Doctor clutched his cheek in pain. She reached up to check him as Francine hissed: "Keep away from my daughter."

Martha had also turned in shock and she demanded angrily: "Mum, what are you doing?" Francine turned to her daughter as the Doctor moaned: "All of the mothers, every time." "Aunt Jackie did this, too?" Lily asked in surprise as she gently moved the Doctor's hand and examined his red cheek.

He nodded while Francine snapped at her daughter: "He is dangerous. I've been told things." The Doctor and Lily turned to stare at the woman's back with a frown while Martha asked, still furious: "What are you talking about?"

Francine gripped her daughter's shoulders as she pleaded: "Look around you. Nothing but death and destruction." The Doctor rubbed his cheek, but his face had turned dark. Lily saw it and took is hand reassuringly and when the Doctor glanced down at her she gave him a small smile.

He returned it sadly while Martha argued with her mother: "This isn't his fault. He saved us," she pushed her mother's hands away, "all of us!" Leo added: "And it was Tish who invited everyone to this thing in the first place."

Francine glanced over while Martha continued to glare at her mother. The Doctor placed his hands behind his back, still holding Lily's hands as they just silently watched the family tiff before them. "I'd say technically, it's her fault." Leo finished. Tish rolled her eyes and elbowed the young man in the stomach.

Suddenly there was the sound of a crash, and Lily's eyes narrowed as the sound of the ambulance sirens stopped with it. They all turned towards where the sound had come from. The Doctor turned back to look at Martha briefly before he and Lily ran off to look.

Martha began to follow when Francine grabbed her arm, begging: "Leave him." Martha shook her head but Francine gripped her tighter as she said: "He doesn't love you. He took her."

She gestured over to where the Doctor disappeared around the corner, still holding Lily's hand. Martha paused but just shook her head. "I know." She said simply and then she ran after the Doctor and Lily.

Tish stepped after her. "Martha?" She called, and Francine's face scrunched with agony. "Not you, too." She whispered and Tish turned back to her mother. She glanced around at all the damage and then murmured: "Sorry."

She ran after Martha, while Francine watched in despair.

* * *

The Doctor and Lily ran up to the ambulance, which had crashed into a wall at the side of the street. The back door was ripped open, and when they stopped before it, they could see only the drained corpses of the medics inside.

"Lazarus…" the Doctor gasped between breaths and Lily pursed her lips. "Back from the dead. Should have known, really." The Doctor muttered as Martha ran up. She stopped, gasping in horror while the Doctor released Lily's hand to pull out his sonic screwdriver.

The Doctor began to scan the area as Tish ran up, and Martha asked: "Where's he gone?" The Doctor spun slowly as he scanned. The sonic beeped and he looked up at the building beside them.

"That way. The church." He murmured as they all turned to look at it. "Cathedral." Tish corrected, and they all turned to look at her. "It's Southwark Cathedral. He told me."

Lily raised her eyebrows in surprise while the Doctor moved to lead them in, still pointing his sonic before him. He led them inside the already open front door carefully, Lily right behind him. Martha followed and she whispered: "Do you think he's in here?"

The Doctor replied flatly: "Where would you go if you were looking for sanctuary?" Lily snorted as the Doctor walked further in, the girls trailing behind as they walked down the aisle. Lily walked closely behind the Doctor, and Martha came up closer to them as well as they all looked around carefully. Tish trailed a little behind, also very cautious.

The Doctor climbed the steps to the altar, still holding the sonic before him as he moved around behind it. Lily peered over to see Lazarus, shivering and gasping as he crouched in a red blanket. Lazarus turned at the sound, and he spotted them as the Doctor placed his sonic back in his jacket.

Lazarus lowered his head a little as he murmured: "I came here before, a lifetime ago. I thought I was going to die then." He continued to whisper as the Doctor stepped around carefully, circling the man to stand before him. "In fact, I was sure of it. I sat here, just a child, the sound of planes and bombs outside."

"The Blitz." The Doctor stated and Lazarus almost rolled his eyes as he murmured: "You've read about it."

The Doctor raised his brows as he whispered softly: "I was there." Lily blinked at that, although she shouldn't have been surprised, while Lazarus scoffed: "You're too young."

The Doctor lifted his head a little as he pointed out: "So are you." Lazarus laughed at that, but then groaned in pain while his bones cracked.

The girls watched with pity as the moan gasped in pain while the Doctor circled him once more, reaching the side opposite the girls when Lazarus spoke again: "In the morning, the fires had died, and I was still alive. I swore I'd never face death like that again."

The Doctor was still circling as he glanced up at the ceiling and Martha and Lily looked up too, trying to see what he was looking at so intently. "So defenceless. I would arm myself, fight back, defeat it."

"That's what you were trying to do today?" The Doctor asked as he looked back down at Lazarus, who said darkly: "That's what I _did_ today."

Lily's eyes narrowed as she glared at the man while the Doctor snapped: "What about the other people who died?" "They were nothing." Lazarus replied flatly. Lily grit her teeth at that, but Lazarus's eyes were only on the Doctor still circling him.

"I changed the course of history." Lazarus stated. The Doctor shot back: "Any of them might have done too. You think history is only made with equations?" The Doctor was once again standing right before Lazarus as he said darkly: "Facing death is part of being human."

His face relaxed from his scowl as he said softly: "You can't change that." Lily glanced at the Doctor but Lazarus scorned: "No, Doctor. Avoiding death, that's being human."

The Doctor began to circle him again as Lazarus continued: "It's our strongest impulse, to cling to life with every fibre of being." The Doctor glanced up again, and Lily looked up as well. "I'm only doing what everyone before me has tried to do. I've simply been more…" he smirked, "successful."

He suddenly cried out in pain as his bones made crunching sounds, and the Doctor said scornfully: "Look at yourself. You're mutating! You've no control over it. You call that a success?"

Lazarus moaned out between his groans of pain as his body continued to creak: "I call it progress. I'm more now that I was. More than just an ordinary human." He whispered and the Doctor said with a half-smile: "There's no such thing as an ordinary human."

He glanced back at Lily as he stepped in front of the girls again, while Lazarus convulsed. Martha whispered: "He's going to change again any minute."

The Doctor whispered back softly: "I know. If I can get him up into the bell tower somehow, I've an idea that might work." Martha looked up while Lily whispered back: "It will work."

The Doctor glanced at her, and grinned a little while Martha checked in a low voice: "Up there?" The Doctor wiggled his brows at them, and Martha continued to gaze up, trying to figure out his plan when the Doctor moved away from them again, moving to stand before Lazarus once more.

Lazarus lifted his head and mused between gasps: "You're so sentimental, Doctor. Maybe you _are_ older than you look." "I'm old enough to know that a longer life isn't always a better one." The Doctor replied impassively.

Lily looked at him in pity while he continued: "In the end, you just get tired. Tired of the struggle, tired of losing everyone that matters to you," the Doctor's face had turned sad while Lily's lips turned down at the corners, "tired of watching everything turn to dust." He bent down and stared at Lazarus at eye-level.

He whispered softly: "If you live long enough, Lazarus, the only certainty left is that you'll end up alone." His face was sincere in his attempt to make Lazarus understand, to help him.

But Lazarus retorted darkly: "That's a price worth paying." "Is it?" The Doctor warned one last time. Lazarus cried out in pain again, his body shaking as his bones crunched and then he turned to the Doctor to say menacingly: "I will feed soon."

"I'm not going to let that happen." The Doctor replied in a low voice. Lily was alarmed as Martha stepped around while Lazarus replied darkly: "You've not been able to stop me so far."

Lily stepped after Martha, Tish right behind her as Martha ordered: "Leave him, Lazarus!"

Lazarus turned to her, his brows raised. "He's old and bitter." Martha began and Lily's eyes narrowed. _Uh, oh._ "I thought you had a taste for fresher meat." Martha finished and the Doctor's eyes widened as he warned: "Martha, no."

But it was too late. Lazarus lunged and Martha turned tail to run. Lily ran after her quickly, Tish right with her as they ran away from the man as he chased them.

"What are you doing?" Martha yelled at her sister and Tish yelled back: "Keeping you out of trouble!"

Lily shouted back at the Doctor: "Doctor, the tower!" She pushed open the doors leading up the stairs, urging Martha and Tish through, and the Doctor sprinted away to do his work.

The girls ran, and as they did they heard Lazarus cry in pain, which began to change into snarls. Tish paused and asked: "Did you hear that?" Martha listened and she said with wide eyes: "He's changed again."

Lily ordered: "Keep moving. We've got to lead him up." Martha quickly continued to run up, and Lily urged Tish to move. They ran up and raced around the passageway in the clerestory to get to the Bell Tower.

"Lily?!" They suddenly heard the Doctor yell. Martha peeked her head through one of the archways and called: "Doctor! We're here!"

The Doctor looked up at them, and spotted Lily peering down behind Martha. Sure that she was still alright, the Doctor ordered: "Take him to the top. The very top of the bell tower, do you hear me?!"

"Up to the top!" Martha repeated to show she understood. There was a snarl behind them and Lily turned around. Her eyes widened "Martha" Tish tapped her sister, but Martha ignored her as she called down to the Doctor: "Then what?"

The mutant monster crawled down the passage towards them and Tish grabbed her sister saying: "Martha, come on!" At the same time, Lily said: "I know what, so come on!"

Martha only then saw the creature and let out a gasp as the other two girls pulled her away as the creature reached them. The Doctor headed for the organ while the girls sprinted for the bell tower.

Lily knew the Doctor would be trying to send the sonic's sound waves through using the organ, but they needed to buy him time to do it. They ran into the bell tower to find an open space in the center, leading down to the cathedral, with only a wooden walkway around the edges of the domed room.

"There's nowhere to go. We're trapped!" Tish cried in alarm as they walked around to the side opposite the door. Martha replied, also frightened but determined: "This is where he said to bring him."

Tish snapped: "Alright, so then we're not trapped. We're bait." Martha turned to her sister and retorted: "He knows what he's doing. We have to trust him." "He just needs time." Lily added, when suddenly they heard a hiss.

"Ladies."

They all looked to the doorway to see Lazarus clambering in. Lily pushed Martha and Tish behind her. Martha pushed Tish even further back, ordering: "Stay behind me."

They stared up at the creature. _Doctor, hurry!_ Lily thought desperately. Out loud she told both girls: "If you get the chance, run."

But Martha said firmly: "I'm staying with you." She added to her sister urgently and fearfully: "If he takes us, make a run for it. Head down the stairs. You should have enough time."

"But-" Tish tried to protest, and Martha snapped: "Just do it, Tish!" "Won't work!" Lily yelled as the mutant began to clamber across the gap in the room, right under the bell, and Lily pushed Martha and Tish down as Lazarus swung his tail at them.

Tish and Martha screamed while Lily yelled: "Get down!"

Meanwhile, the Doctor had stuck his sonic in the organ, and he was just getting ready when he heard the girls' screams echoing down to him. He murmured as he sat in the chair, ready to start playing: "I hope it's a good acoustic in here." He began to play, while Lazarus continued to swing at the girls.

Lily pushed Tish down while Martha lunged to the side to avoid being hit as Lazarus swung again. But that made her separated from the other two, and Lazarus immediately made her his target. He swung, but then sharply twisted his tail back, hitting Martha. She fell down the hole.

"Martha!" Tish and Lily screamed. Martha was hanging off the edge of the walkway, but when Lily tried to move towards her, Lazarus jumped to their side of the room, cutting her off while Martha continued to scream. Tish yelled desperately: "Hold on!"

The mutant reared over Martha and Tish screamed: "Get away from her!" Lily meanwhile picked up a broken piece of wood the monster's tail had crushed, and threw it at the mutant's head. The monster turned to Lily, who pushed Tish out of the way of danger. She then screamed as Lazarus swung at her, barely missing her.

The Doctor, hearing her scream, grabbed his sonic and tweaked it as he muttered: "We need to turn this up to eleven."

He stuck it back in as Lazarus reared for Lily, and he played again- and this time, the organ notes reverberated enough to hurt all of their ears. Martha started to lose her grip but Lily dived forward and gripped Martha's wrist tightly while the mutant Lazarus howled with pain.

As the playing continued, getting louder, Lazarus's grip on the wood slipped and the monster fell through the hole, howling and growling as it went before it hit the ground far below with an almighty crash.

The Doctor stopped playing immediately to take a look, peering down from the organ loft to see a naked man lying on the ground, unmoving amongst a shower of broken wood.

Lily pulled at Martha, Tish coming over as well to help as she said reassuringly: "I've got you. Hold on."

The Doctor looked up from the organ loft, yelling: "Lily? Martha?"

He breathed in relief when Lily's voice yelled back: "We're okay! Martha's okay!" Martha shouted back as she was heaved up onto the walkway, her voice cracking a little from the loss of adrenaline: "We're all okay!"

The Doctor then ran for the stairs back down to the ground while up in the bell tower, Tish hugged her sister tightly. Lily clutched Martha's hand, the three of them relieved to be alive and together.

"Thanks." Martha whispered to the other two as they all sat gasping, giddy with relief but their hearts still racing as the fear slowly left their bodies. Tish gave a watery laugh and she said shakily: "It's your Doctor you should be thanking."

Lily joined her in chuckling shakily as Martha gasped back: "I told you he'd think of something." "He cut it a bit fine there, didn't he?" Tish laughed and Lily laughed as she replied: "He always does. It's more fun that way."

Martha also joined in the laughs, but her face fell a little. Tish saw, and whispered: "Who _is_ he?"

Martha looked at her, and Lily looked over in surprise. "He's…" Martha began, but trailed off as she thought. She glanced at Lily, and her face smoothed as she said firmly: "He's the Doctor."

Lily grinned a little, and the two shared a smile while Tish looked between them with wonder.

* * *

The Doctor knelt beside Lazarus, looking down at the dead man sadly. He reached down, closing the man's eyes for him. As he did so, Lazarus turned back into an old man. The Doctor looked down at him for a moment longer, before he got up, rushing for the stairs.

As he arrived, the girls made it down, and Martha flung herself at the Doctor in relief. The Doctor hugged her tightly while looking over her shoulder to check on Lily, who had arrived behind Martha, Tish behind her.

The brunette smiled at him, and as Martha let go, the Doctor opened his arms out to her. Lily's smile turned a little sad as she reached up to hug the Doctor, and he held her close.

"Where'd you learn to play?" Lily asked as they broke apart, Martha beaming at them even though her heart clenched painfully. Neither noticed her pain, but Tish did and she looked at her sister worriedly while the Doctor replied lightly: "Oh, well, you know, if you hang around with Beethoven, you're bound to pick a few things up."

Lily laughed, looking over at Martha with a beaming smile. Martha joked as she leant in closer to them: "Hmm. Especially about playing loud."

The Doctor blinked before asking: "Sorry?" Martha just laughed, and Lily joined her, and Tish watched sadly.

* * *

The Doctor unlocked the Tardis while Lily stood beside Martha, back in the latter's room. The Doctor leaned on the side of the Tardis as he looked at Martha.

"Something else that just kind of escalated, then." He murmured, and Martha teased: "I can see a pattern developing. You should take more care in the future. And the past. And whatever other time period you find yourself in." She laughed a little at the end, but Lily could hear a tinge of sadness.

Martha was thinking about what Tish had said. _If you love him, you shouldn't let anything else stop you. Just be sure, Martha, that you can stand being his second-best._ Martha was now 100% sure that the Doctor and Lily shared feelings for each other. It was only a matter of time- and whether Martha decided it was appropriate to intervene, before they both realized it.

She didn't know what she would do then, but for now, if she could just be their friend and someone they would rely on at least a little bit, she knew she'd follow the Doctor and her friend Lily. But if he just thought of her as someone to please with little treats, even the brunette's friendship wasn't enough to stick around.

"It's good fun, though, hasn't it?" The Doctor chuckled, and Martha laughed lightly.

"Yeah." She agreed and they all chuckled. The Doctor paused before he asked: "So, what do you say? One more trip?" He asked as he jerked his head at the Tardis.

Lily's eyes lit up excitedly, but it was crushed as Martha said firmly: "No." The Doctor's face was surprised, and Martha added, glancing at Lily's distressed face: "Sorry."

The Doctor protested: "What do you mean? I thought you liked it." Martha admitted: "I do, but I can't go on like this. 'One more trip'. It's not fair." She pointed out, and Lily's face fell as she understood.

The Doctor asked confusedly: "What're you talking about?" Martha explained, her hurt creeping into her voice: "I don't want to be just a passenger anymore. Someone you take along for a treat."

The Doctor's face understood suddenly, and he bowed his head sadly. "If that's how you still see me, well, I'd rather stay here." Martha finished softly, but firmly. Lily frowned at the Doctor, but he simply said quietly: "Okay, then. If that's what you want."

He looked at Martha with mixed emotions on his face, and Lily pouted. Martha looked back at him, and then said bitterly: "Right. But we've already said goodbye once today. It's probably best if you just go."

She turned her back and walked to the other side of the room, by her window. Lily watched her sadly, and the Doctor just stood there, watching Martha as well. When she didn't hear any sound, Martha turned back to them, and asked the Doctor: "What is it?"

The Doctor said nonchalantly: "What? I said okay." Lily stared at him, her eyes beginning to light up while Martha asked confused: "Sorry?"

The Doctor repeated nonchalantly as he jerked his head to the Tardis: "Okay." Lily beamed. Martha realized what he meant, and her face changed as she beamed and cried: "Oh, thank you, thank you!"

She hugged him and the Doctor said lightly: "Well, you were never really just a passenger, were you?" Martha and Lily laughed as the former let go of the Doctor. Martha then reached to her friend, and Lily finally let out her squeal of delight as she hugged Martha. Martha replied with an excited laugh, and the three walked into the Tardis jubilantly.

They took off, filled with excitement and unaware that Francine called just as they left, warning and begging Martha: "I know who this Doctor really is. I know he's dangerous. You're going to get yourself killed. Please, trust me. This information comes from Harold Saxon himself. You're not safe!"


	60. 22-1 42

The girls stood around the Doctor as he soniced Martha's mobile phone. Lily was beaming still, while Martha looked curious. "Right, there we go." The Doctor declared as he finished.

He explained as he pocketed his sonic: "Universal roaming. Never have to worry about a signal again." Lily smiled as the Doctor threw the phone back to Martha. She caught it as she said: "No way." The Doctor just nonchalantly began to play with the Tardis console.

Lily grinned, knowing he was enjoying Martha's incredulity while Martha continued: "This is too mad. You're telling me I can phone anyone, anywhere in space and time on my mobile?" She turned to Lily. "He's pulling my leg isn't he?"

Lily laughed, shaking her head as she replied: "Nope, he means it. You can all anywhere." "As long as you know the area code." The Doctor added with a smirk. Martha laughed in disbelief and the Doctor joked: "Frequent flier's privilege."

Lily giggled and nodded when Martha glanced at her. The Doctor urged: "Go on, try it." He pretended to be busy with the Tardis, but Lily knew he was enjoying himself immensely and she smiled as Martha excitedly looked down at her phone, getting ready to punch in a number.

Suddenly, the whole Tardis shuddered and began to shake as an alarm went off. "What…?" Lily asked as she helped right Martha while the Doctor held onto the console, pulling the monitor over to look.

"Distress signal." He told them. He lifted his foot to pull a switch as he added: "Locking on. Might be a bit of-" They were all thrown to the floor as there was a particularly violent shake.

The Doctor popped his head back up over the top of the Tardis as the girls also sat up. "-Turbulence." He finished sheepishly. "Sorry." He muttered, before he dashed for the doors.

"Come on, you two. Let's take a look!" The girls ran after him, and Lily reeled back as the Doctor opened the door and a burst of steam and hot air hit them. The Doctor stepped out first, Lily coming out after him as he commented: "Whoa, now that is hot."

"No kidding, good thing I wasn't wearing a jacket." Lily said as she looked around at the spaceship they were in. The whole room was glowing red and there was steam rising from almost every crevice and pipe.

The Doctor wandered a little as he looked about while Martha stepped out too as a computerized voice called: "Automated distress signal transmitted." "Whew," Martha gasped, "it's like a sauna in here."

The Doctor bent down, saying as he examined the walls. "What is it?" Lily asked as she walked over while Martha removed her sweater. The Doctor replied: "Venting systems. Working at full pelt, trying to cool down…" he stood up and looked around as he said, "uh, wherever it is we are. Well, if you can't stand the heat…"

He walked to a door and pushed it open, leading them out. Lily looked up and noticed there was a sign above the door saying Area 29. The Doctor led them into Area 29 and he murmured as he stepped through: "Well, that's better."

Lily followed him and noticed that the top of this door said Area 30, meaning they had come from Area 30. She suddenly frowned as she noticed something, or rather the lack of. She opened her mouth to asked the Doctor as Martha was coming through, when someone shouted at them: "Oi, you three!"

Lily looked over in alarm to see a woman and two men running towards them urgently. She stepped closer to the Doctor in alarm as the woman shouted: "Get out of there!"

The man who'd shouted first yelled: "Seal that door, now!" The second man dashed past them, slamming the door and turning the handle to lock it. The first man went past the confused three, joining his colleague and checking the door as the woman stopped before the Doctor, demanding as sweat poured down her face: "Who are you? What are you doing on my ship?"

The Doctor looked at the three people confusedly, and the first man asked: "Are you police?"

Lily frowned at the question and the Doctor asked puzzled: "Why would we be police?" "We got your distress signal." Martha cut in, also confused. The Doctor added with a frown: "If this is a ship, why can't I hear any engines?"

Lily nodded, adding: "It's been silent since we arrived." The Doctor nodded at her appreciatively. The woman looked between them before she answered grimly: "It went dead four minutes ago."

The second man cut in: "So maybe we should stop chatting and get to Engineering, Captain." He addressed the woman. The Doctor and the Captain glanced at one another, when the computerized voice called: "Secure closure active."

The Captain asked sharply: "What?" The Doctor's eyes had narrowed while Lily's frown deepened as the second man muttered: "The ship's gone mad."

They turned to see another woman running towards them as the doors behind her slid down and sealed, and she demanded as she approached: "Who activated secure closure? I nearly got locked in to area 27."

The last door behind her slammed shut as she stopped before them, and she glanced at it before she turned back to the three travellers.

"Who are you?" She asked, and the Doctor opened his mouth but Martha replied: "He's the Doctor, that's Lily and I'm Martha. Hello." She finished flatly as she walked towards the door that had just shut.

The computer said: "Impact projection forty two minutes twenty seven seconds." Martha paused at a porthole, and Lily went to join her while the Captain was saying to her crew: "We'll get out of this. I promise." The girls were looking out the window, and Lily's eyes went wide.

"Doctor." Martha called softly, but the Doctor was focused on the Captain as he asked with a frown: "Forty two minutes until what?" Lily called sharply in fear: "Doctor!"

She and Martha had stepped to the porthole as they stared in terror. The Doctor immediately dashed over and Martha cried: "Look!" The Doctor stopped next to Lily, leaning a hand on the wall as he peered through. His jaw dropped.

The Captain said flatly: "Forty two minutes until we crash into the sun."

The three of them stared out the window at the huge yellow burning ball, the gas swirling around it as the ship floated steadily closer to it. Lily breathed: "Oh, my God."

The Doctor reached out and took her hand in his, clenching it tightly as he turned. He ran back at the crew, Lily trailing behind him while Martha followed behind. "How many crew members on board?" He demanded as he stopped by the Captain, and she replied: "Seven, including us."

She gestured at the four before him. The second man from earlier added: "We transport cargo across the galaxy. Everything's automated." The Doctor glanced between them and then turned to the door leading to area 30 while the man continued: "We just keep the ship spaceworthy-"

The Doctor interrupted as he shouted: "Call the others, I'll get you out." He let go of Lily's hand to unlock the door, and the first man, the younger one, cried: "What's he doing?" He leapt forward to pull Lily away as the Captain shouted: "Doctor, don't!"

"Let go!" Lily cried to the younger man just as the Doctor opened the door, only to be blasted back by a wave of hot air. Lily and Martha gasped in alarm, and they bent down to check he was alright The woman placed on a welder's mask and ran forward, shutting the door as the Doctor shouted: "But my ship's in there!"

The woman just locked the door while the young man asked in disbelief: "In the vent chamber?" Lily helped the Doctor up as the young woman removed her mask and went to check a thermometer by the door. The Doctor turned to the crew as he said: "It's our lifeboat."

"It's lava." The older man answered flatly. The woman called out: "The temperature's going mad in there. Up three thousand degrees in ten seconds, and still rising."

Lily's eyes widened incredulously while the younger man explained: "Channelling the air. The closer we get to the sun, the hotter that room's going to get." Martha groaned, as she stared up at the Doctor.

"We're stuck here." She said flatly, and Lily sighed: "Not helping." "So, we fix the engines," the Doctor said urgently, "we steer the ship away from the sun. Simple."

He turned, asking: "Engineering down here, is it?" He dashed off down a corridor without waiting for an answer. The Captain answered belatedly and slowly: "Yes." They all ran off as the computer informed them: "Impact in forty twenty six."

The Doctor ran down some steps, ducking under pipe and he said with his eyes wide as he straightened and stopped: "Blimey, do you always leave things in such a mess?"

He walked forward as the Captain and Lily arrived. "Oh, my God." The Captain gasped while Lily stared in shock. The older man peered over Lily's shoulder and demanded as they all walked into the room: "What the hell happened?"

They all walked around the engine, examining it and trying to see a way to fix the many wires and pieces that were torn and jumbled about. The young man groaned: "Oh, it's wrecked."

The Doctor commented: "Pretty efficiently too. Someone knew what they were doing." He turned and began to look around while Lily examined the damage. The Captain was looking around, and she asked: "Where's Korwin?"

The Doctor had spied a computer panel and stopped to work at it as the Captain demanded: "Has anyone heard from him or Ashton?" The older man shook his head as he replied: "No."

Martha walked up and she asked: "You mean someone did this on purpose?" Lily nodded at her firmly as she joined the Doctor who'd pulled on his glasses, while the Captain went over to the intercom and called: "Korwin, Ashton? Where are you? Korwin, can you answer?"

She gave up and she asked angrily: "Where the hell is he? He should be up here." The Doctor pressed a button and he beamed as he said while looking down at the screen: "Oh, we're in the Torajii system. Lovely."

He glanced at Lily and then Martha as he said: "You're a long way from home, Lily, Martha." He walked over to the Captain while he added: "Half a universe away."

"Yeah. Feels it." Martha said somewhat sarcastically, but the Doctor had stopped before the Captain and he asked her, puzzled: "And you're still using energy scoops for fusion? Hasn't that been outlawed yet?"

The woman avoided the Doctor's eyes, meeting the older man's eyes briefly before she said simply: "We're due to upgrade next docking."

Lily raised her eyebrows as the Captain walked away, calling: "Scannell, engine report." The older man followed the Captain, as did the Doctor and they all stood back near Lily at the computer panel.

Scannell typed away and it whirred, clicking a bit before it beeped. He kept pressing and it kept beeping. The Doctor watched with folded arms and raised eyebrows. Scannell tried once more before he said: "No response."

He moved off towards the enginve. "No, really?" Lily asked sarcastically while the Captain asked in horror: "What?"

The Doctor looked at Lily with a hint of pride, and she rolled her eyes. Scannell meanwhile had picked up some pieces of the engine, and reported as he shone a torch down on it: "They're burnt out."

He threw the broken wires down as he continued: "The controls are wrecked. I can't get them back online." "Oh, come on. Auxiliary engines." The Doctor cut in exasperated. He whipped off his glasses as he snapped: "Every craft's got auxiliaries."

Scannell walked back silently as the Captain explained: "We don't have access from here. The auxiliary controls are in the front of the ship."

The three travellers frowned at her in confusion, and Scannell returned as he added: "Yeah, with twenty nine password sealed doors between us and them. You'll never get there in time."

Martha asked puzzled: "Can't you override the doors?" Scannell sighed as he replied: "No. 'Sealed closure' means what it says. They're all dead-lock sealed."

Lily groaned. "So the sonic isn't going to work." She sighed and the Doctor wrinkled his nose.

Scannell retorted: "Nothing's any use. We've got no engines, no time, and no chance." Lily wrinkled her nose at the man while the Doctor snapped: "Oh, listen to you! Defeated before you've even started. Where's your Dunkirk spirit?"

Scanell looked a little sheepish but the Doctor had turned back to the Captain. He asked: "Who's got the door passwords?" The young man interjected: "They're randomly generated."

They all turned to look at him as he said: "Reckon I know most of them. Sorry. Riley Vashti." He introduced, raising a hand. The Doctor ignored it as he said bluntly: "Then what're you waiting for, Riley Vashti? Get on it."

He jerked his head in the direction of the doors and Riley shrugged as he explained: "Well, it's a two person job." He moved to pick up a large red backpack off a shelf as he said: "One, a technish for the questions, and the other to carry this."

He hefted up a portable computer with a keyboard. "The oldest and cheapest security system around, eh, Captain?" He grinned, and the Captain replied sarcastically: "Reliable and simple, just like you, eh, Riley?"

Riley retorted: "Try and be helpful, get abuse. Nice." Martha reached over to take the computer from him as she said: "I'll help you. Make myself useful."

The Doctor watched with a deep frown while Lily pursed her lips. Riley explained: "It's remotely controlled by the computer panel. That's why it needs two." Lily walked up to them, and she hugged Martha briefly as she said: "Take care."

Martha returned the hug as she murmured: "And you." They began to move off while Lily watched, when the Doctor called out: "Oi." Martha turned back to look at him. "Be careful." He said softly, and Martha smiled as she nodded once and said: "You too."

Suddenly there was the sound of a bell chiming and they all looked around as a man's voice said over the intercom: "McDonnell. It's Ashton." The Captain went over immediately and asked into the intercom: "Where are you? Is Korwin with you?"

Lily's brows furrowed and she walked back towards the Doctor as the man said urgently: "Get up to the med-centre now!"

The Captain took off, and the Doctor grabbed Lily's hand to take her with him as he dashed after the woman. They ran past Martha and Riley who were prepping for their task, heading for the med-center just as the computer announced: "Impact in thirty four thirty one."

* * *

The Captain ran into the med-center with the Doctor and Lily right behind her as she called: "Korwin! What's happened? Is he okay?" She demanded as she stopped at the foot of the patient's table where a man was being held down as the doctor tried to get him into what looked like an MRI scanner.

The Doctor ran up beside the crew doctor, who was struggling with another man to hold Korwin down, pulling Lily with him. Korwin cried in agony, his eyes squeezed shut: "Ah, Kath, help me! It's burning me!"

The Doctor demanded as he stared down at the red-faced man: "How long's he been like this?

The crew doctor replied: "Ashton just brought him in." She indicated the other man, and the Doctor let go of Lily to pull out his screwdriver, sonicing Korwin with it while Lily raised her hands to Korwin's leg, trying to help restrain him. "What are you doing?" The Captain demanded and the Doctor warned: "Don't get too close."

The Captain snapped as she moved to Korwin's side, leaning down to face him: "Don't be so stupid. That's my husband." "And he's just sabotaged our ship." The man called Ashton retorted. Lily gasped while the Captain turned to Ashton and asked sharply: "What?"

Ashton confirmed as he explained: "He went mad." The Doctor glanced up at that and he listened intently as Ashton continued: "He put the ship onto secure closure, then he set the heat pulse to melt the controls."

The Captain protested: "No way. He wouldn't do that." Ashton replied firmly as he fought to keep Korwin down: "I saw it happen, Captain."

The Doctor removed his sonic and called, leaning in to the man in question: "Korwin? Korwin, open your eyes for me a second." The Doctor ordered but Korwin cried in terror: "I can't!"

The Doctor encouraged: "Yeah, course you can. Go on." "Don't make me look at you, please." Korwin begged desperately. He then groaned and cried in pain and the Doctor reached over and grabbed a hypo-gun from the medical tray nearby as he soothed: "Alright, alright, alright. Just relax."

He lifted the gun and checked with the crew doctor: "Sedative?" "Yes." She confirmed, and the Doctor placed the gun to Korwin's neck, pressing the release. The man cried out, tensing against all of their hands as they kept him down, before he relaxed, unconscious.

The Doctor placed the hypo-gun away as the Captain asked: "What's wrong with him?" The Doctor folded his arms and leaned on the patient table, Lily leaning back with him as he murmured: "Rising body temperature, unusual energy readings."

He glanced at the MRI machine and said loudly in recognition as he pointed at it: "Stasis chamber! I do love a good stasis chamber." He folded his arms again and he nodded down at Korwin, ordering the crew doctor: "Keep him sedated in there. Regulate the body temperature."

The crew doctor nodded and turned to do as she was told while Lily leaned against the Doctor, staring down at Korwin. The Doctor added: "And, just for fun, run a bioscan and tissue profile on a metabolic detail."

The crew doctor turned back to the Doctor as she replied: "Just doing them now." The Doctor muttered: "Oh, you're good."

He paused as he stared down at Korwin before he asked: "Anyone else presenting these symptoms?" "Not so far." The crew doctor confirmed. The Doctor sighed a little as he murmured in some relief: "Well, that's something."

The Captain asked desperately: "Will someone tell me what is the matter with him?" "Some sort of infection." The Doctor replied shortly. "We'll know more after the test results."

"Now," he stood up and leaned forward on the table as he looked at the Captain urgently "allons-y, back downstairs-eh? See about those engines. Go." He ordered and Ashton left, but the Captain was looking down at her husband, breathing heavily and looking concerned.

"Hey." The Doctor called at her, and the Captain looked at him. "Go." He said softly, and the Captain gave Korwin one final glance before she followed Ashton out. Lily stayed beside the Doctor as he turned to the crew doctor and ordered: "Call us if there's news."

He took Lily's hand and began to leave, tossing over his shoulder: "Any questions?" The crew doctor replied baffled: "Yeah. Who are you?"

The Doctor paused at the doors, and Lily piped up as he turned back: "He's the Doctor." The Doctor grinned at her and the crew doctor asked with a frown: "And are you his girlfriend?"

They both started and stared at the woman. "No, what makes you think that?" The Doctor asked with a confused face before he tugged Lily's hand and the two ran off. As they did, the computer said: "Heat shield failing. At twenty-five percent. Impact in thirty two fifty."

* * *

They were back, all working around in the engine room when the Doctor moved to check in on everyone. He called to the crew doctor over the intercom: "Abi, how's Korwin doing? Any results from the bio-scan?"

Lily joined him as Abi replied: "He's under heavy sedation. I'm just trying to make sense of this data. Give me a couple of minutes and I'll let you know." The Doctor nodded and moved on.

Lily glanced at the Doctor and murmured: "Should I go and help her?" The Doctor thought about it and then sighed: "Maybe, we'll give her a minute or two first."

He then spoke into the intercom: "Martha? Riley? How're you doing?" Martha replied: "Area twenty nine, at the door to twenty eight." Lily's eyes widened. "Not fast enough." She murmured anxiously.

The Doctor echoed her feelings as he pulled on his glasses and said into the intercom: "Yeah, you've got to move faster." Martha snapped: "We're doing our best."

Lily answered worriedly: "Well, you'll have to quicken your best." The Doctor switched the intercom on so that it could be used to communicate at all times, before they moved back to the engine.

Just then, Riley's voice echoed through: "Find the next number in the sequence 313, 331, 367." The Doctor and Lily lifted their heads, but the Doctor was tangled in wires and he struggled to get free as Riley finished blankly: "What? "

"You said the crew knew all the answers." Martha hissed, and Riley admitted: "The crew's changed since we set the questions." Lily rolled her eyes and ran to the intercom while Martha breathed: "You're joking."

"379!" Lily shouted and Martha asked: "What?" "379!" Lily repeated. The Doctor had pulled free of the wires and joined Lily, explaining while he kissed the top of her head quickly: "It's a sequence of happy primes. 379."

Martha repeated: "Happy what?" Lily groaned while the Doctor snapped: "Just enter it." "Are you sure? We only get one chance." Riled warned.

Lily ordered impatiently: "Just do it!" "But-"

The Doctor cut Riley off as he explained at the speed of light: "Any number that reduces to one when you take the sum of the square of its digits," the rest of the crew looked over, "and you continue iterating until it yields one is a happy number." The crew stared as the Doctor continued: "Any number that doesn't, isn't. A happy prime is a number that is both happy and prime. Now type it in!" He ordered before turning to Lily.

"I don't know, talk about dumbing down! Don't they teach recreational mathematics any more?" He asked, and Lily shrugged.

"When did they ever?" She asked, and he pointed out: "You knew."

Lily shrugged again as she retorted: "Yeah, but I went to college early and I'm doing a dual degree with Math. And I know how you think." She added cheekily and he grinned as Martha called: "We're through!"

The Doctor gave Lily another quick kiss on the forehead before he said to Martha: "Keep moving, fast as you can. And, Martha, be careful." His voice went lower as he warned: "There may be something else on board this ship."

Martha answered sarcastically: "Any time you want to unnerve me, feel free." Lily laughed a little as the Doctor replied: "Will do, thanks."

"Korwin?" Lily asked, and the Doctor nodded. "There was _something_ that infected him." The Doctor replied as the computer said: "Impact in thirty fifty."


	61. 22-2 Burn with me

The Doctor and Lily were back working with the engines, and the Doctor frowned as he held up a part of the trashed battery. **"** We need a backup in case they don't reach the auxiliary engines in time." He muttered and then dropped the battery in disgust as he snapped: "Come on, think. Resources."

He turned to the crew as he asked: "What have we got?" "Stop being rude." Lily grumbled and the Doctor snapped: "Not the time."

Lily frowned at him when Martha's voice called: "Doctor? Lily?"

Lily looked up while the Doctor asked annoyed: "What is it now?" Martha asked: "Who had the most number ones, Elvis or the Beatles. That's pre-download."

Lily frowned while the Doctor replied: "Elvis. No! The Beatles!" He corrected before he shouted again: "No! Wait! Um..um…" He hesitated uncertainly. "Oh, that remix?" He hit himself on the back of the head as he said: "Um…"

"I don't know." He finally shouted. "I am a bit busy!" "Fine!" Martha snapped. "Lily?"

The brunette girl sighed. "I think it's Elvis, but I honestly can't be sure." Lily called and Martha replied: "Alright. I'll ask someone else."

The Doctor had turned back to the crew as he said: "Now, where was I? 'Here comes the sun'. No," Lily rolled her eyes at him but he ignored her as he continued: "resources. So, the power's still working, the generator's going. If we can harness that… Ah!" He cried as he had an idea.

The Captain caught on and she said: "Use the generator to jump-start the ship." The Doctor turned to her as he said triumphantly: "Exactly. At the very least, it'll buy us some more time."

The Captain looked at him intently as she said flatly: "That is brilliant." "I know!" The Doctor cried at the same time Lily said: "He knows." The Doctor grinned at her before turning to look at the whole crew.

"See? Tiny glimmer of hope." He encouraged and Scannell grumbled: "If it works." The Doctor paused but the Captain said confidently: "Oh, believe me. You're going to make it work."

She winked at Scannell, looking resigned but with a glimmer of hope flickering in his eyes, turned to go start working. The Doctor said with childish glee: "That told him."

Lily laughed at him and the Doctor sent a wink and a grin at her. The computer reported: "Impact in twenty nine forty six." They became somber once more, all of them dashing about, Lily running to the engines while the Doctor ran about, checking on everyone.

Suddenly, the intercom beeped and Abi called: "Doctor, these readings are starting to scare me." The Doctor paused as he asked: "What do you mean?"

Lily looked up at him as Abi answered: "Well, Korwin's body's changing. His whole biological make-up," the Captain also stood up, listening intently, "it's impossible." Abi paused suddenly, and Lily had a very bad feeling.

Sure enough, moments later there was an all-call as Abi said urgently: "This is Med-centre. Urgent assistance requested. Urgent assistance!"

Lily and the Doctor's eyes met as both their faces morphed into looks of fear. The Doctor turned and ran, Lily following as he shouted to the crew: "Stay here! Keep working!"

The Captain left her men to their work, running after them as they sprinted as fast as they could to the med-center. As they ran, they could hear the woman engineer, Erina, replying to Abi's urgent calls: "Abi, they're on their way."

Abi didn't appear to be listening as she whispered: "What's happening to you?" Lily's blood ran cold as she heard a deep voice say: "Burn with me."

The voice continued to repeat it as they ran down a corridor, when a voice called: "Captain?" They all turned to see Scannell after them, and they paused, the Doctor crying: "I told you to stay in Engineering."

Scannell replied defiantly as he pushed past: "I only take orders form one person round here." He continued on, leading the way and the Captain ran after him as the Doctor muttered sarcastically: "Oh, is he always this cheery?"

He took Lily's hand as they followed behind, all heading to the med-center. The voice kept repeating menacingly: "Burn with me."

Suddenly, they heard Abi scream, crying out in agony, before the sound trailed off. Lily stopped in horror. "Oh, my God." She whispered, and the Doctor cried: "Come on!"

They continued to run towards the med-center as Martha's voice came over the intercom, sounding terrified: "Doctor, what were those screams?"

The Doctor yelled back: "Concentrate on those doors. You've got to keep moving forward." They reached the med-center as the computer announced: "Impact in twenty seven oh six."

Scannell shoved his way in first, the Captain right behind and the Doctor and Lily coming in last. They looked around, and saw the empty stasis chamber. "Korwin's gone." The Captain murmured shakily, and Scannell turned to look at a corner of the room.

"Oh, my God." He whispered, and they all turned to look. Lily's eyes widened and she clutched the Doctor's hand tightly with both of hers as they all looked at the image of a figure burnt like a shadow into the metal x-ray shield. The Doctor gripped Lily's hand before he walked towards the image slowly, Lily trailing with him.

"Tell me that's not Lerner." Scannell begged in a shaky voice as the Doctor and Lily stopped before the image, examining it even while Lily gripped the Doctor's hand tightly. Lily gazed at it sadly while the Doctor lifted a hand and swiped his finger lightly around the edge of the shadow of hair pulled into a bun.

"Endothermic vaporisation. Horrible." The Doctor mumbled and Lily glanced at him. He looked at her, squeezing her hand as he read the fear in her eyes before he turned to face the other two as he murmured: "I've never seen one this ferocious."

His eyes suddenly lifted and lost focus as he recalled. "'Burn with me'." The Doctor murmured and Lily shivered a little despite the heat.

Scannell said uncertainly: "That's what we heard Korwin say." The Captain interrupted incredulously: "What? You think…?" She began to breath heavily as she snapped: "No way."

The Doctor simply turned back and walked back into the room, and the Captain pleaded as he and Lily walked past: "Scannell, tell them. Korwin is not a killer. He can't vaporise people. He's human!"

Scannell looked at her helplessly, when Lily noticed the reports on the results of Korwin's scans. The Doctor saw them as well, and picked it up as he murmured: "His bioscan results."

His eyes scanned it and Lily breathed as she read it with him: "Oh, my God."

The Doctor read aloud, in disbelief: "Internal temperature, one hundred degrees! Body oxygen replaced by hydrogen. Your husband hasn't been infected, he's been overwhelmed." He told the Captain as he and Lily continued to stare at the sheet.

The Captain snatched the report away, snapping angrily: "The test results are wrong." "No, they aren't. I'm sorry, Captain, but your husband is both in grave danger and a great danger." Lily told the woman softly but seriously.

The Captain stared at her, pain evident in her eyes as she looked into the girl's sympathetic hazel ones. The Doctor had ignored this exchange and he broke out of his silence to continue thinking out loud: "But what is it, though? A parasite?" He picked up another sheet of the report as he wondered: "A mutagenic virus? Something that needs a host body, but how did it get inside him?"

Lily glared at the Doctor for his disrespect as the Captain cried: "Stop talking like he's some kind of experiment!"

The Doctor ignored both again while he focused on the Captain to question: "Where's the ship been? Have you made planet-fall recently?" The Captain shook her head tightly. "Docked with any other vessels? Any kind of external contact at all?" The Doctor tried, and the Captain snapped as she shook: "What is this, an interrogation?"

Lily nudged the Doctor gently, and he glanced at her before he turned to the woman, saying much more sympathetically but urgently: "We've got to stop him before he kills again."

The Captain glanced at Lily before she replied in exasperation: "We're just a cargo ship." But something rang false in her words, and Lily remembered how she'd noticed something odd in the older woman's behavior when they'd first met as well. The Doctor's eyebrows were also raised as he looked at the woman skeptically.

The Captain, overwhelmed with the situation just sighed, turning away to try and calm herself. Scannell implored: "Doctor, if you give her a minute."

The Doctor just stood expectantly with raised eyebrows. Scannell moved to face the Captain, checking on the woman while Lily murmured under her breath to the Doctor: "I don't think she's telling us the whole truth." He nodded, still watching the other two.

"I'm fine." The Captain sighed at last before saying determinedly: "I need to warn the crew."

She walked past them, and the Doctor began to look at the reports again, Lily watching the Captain as the woman beeped the intercom and called: "Everybody, listen to me. Something has infected Korwin. We think…" she paused and the Doctor also turned to look at her. The Captain turned to glance back at them as she said defeated: "He killed Abi Lerner. None of you must go anywhere near him, is that clear?" She ordered.

Ashton replied: "Understood, Captain."

The Captain remained silently at the intercom for a moment, before she moved to sit on some steps beside the stasis chamber. Scannell moved to soothe her while the Doctor and Lily moved to the opposite side of stasis chamber. The Doctor held up the scans and reports to a light shining above the patient table, examining them intently. Lily alternated reading the reports and glancing at the stasis chamber with a frown.

"Impact in twenty four fifty one." The computer said, and the Captain finally asked: "Is the infection permanent?" Lily glanced at the woman pityingly.

"Can you cure him?" She asked firmly. The Doctor lowered the scans and looked at the woman. He said softly: "I don't know."

The Captain snapped: "Don't lie to me, Doctor." She continued seriously, while the Doctor's face became pained: "Eleven years we've been married. We chose this ship together. He keeps me honest, so I don't want false hope." She said each word distinctly, emphasizing her point.

Scannell also looked at the Doctor as Lily turned to exchange a look with the Doctor. She nodded, and he sighed as he looked the Captain in the eye and told her flatly: "The parasite's too aggressive. Your husband's gone."

Lily could see the Captain's pain even though she held it in well. The Doctor finished pityingly: "There's no way back. I'm sorry." The Captain just nodded, bowing her head a little before she whispered: "Thank you."

The Doctor nodded and turned back to the reports with a frown, avoiding the woman's eyes. Lily squeezed his arm reassuringly, and the Doctor gave her a sad smile. He then straightened, focusing back on the problem. He raised his head and asked the Captain as he moved to stand before her: "Are you certain nothing happened to provoke this?"

He leaned back on the patient table before the Captain, who'd raised her head to look at him. "Nobody's working on anything secret? Because it's vital that you tell me." The Doctor emphasized, and Lily walked over as well.

"I know every inch of this ship. I know every detail of my crew's lives. There is nothing." The Captain said emphatically, looking the Doctor in the eye. The Doctor continued to look skeptical, an eyebrow raised as he asked in a low voice: "Then why is this thing so interested in you?"

The Captain shook her head, lowering it a little as she whispered: "I wish I knew."

Lily sighed as the Doctor withdrew, knitting his brows in thought. As the two fell into thought, Martha called: "Doctor, we're through to area seventeen."

The Doctor replied: "Keep going. You've got to get to area one and reboot those engines." They remained silent and still until an alarm began to blare and the computer announced: "Heat shields failing. At twenty percent."

The Doctor immediately began to move again. "Come on." He told them as he led them back towards Engineering.

"Why hasn't Ashton told us he needed help if the heat shields are failing?" Lily wondered, and the Doctor said grimly: "Let's go find out."

Lily paled as she looked at him. "You don't think he was killed too?" She whispered to him so the other two wouldn't hear, and the Doctor said back, just as softly: "I don't know."

Lily nodded grimly as they all headed down. They'd just reached the storage area when something caught Lily's eye. "Oh, no…" She whispered, and the Doctor glanced over. His lips pursed.

"Erina…" Lily whispered as she stared at the shadow. Lily averted her eyes as the Captain and Scannell arrived behind them, and the Doctor made to continue on. Suddenly Martha's voice came over the intercom, panicked: "Doctor! We're stuck in an escape pod off the area seventeen airlock."

Lily's eyes widened in horror while the Doctor immediately moved to the intercom to see if there was anything he could from where they were. He pulled out his glasses and Lily ran to join him as Martha continued urgently: "One of the crew's trying to jettison us! You've got to help us!"

 **"** Why is this happening?" The Captain asked in despair, and the Doctor ordered, removing his glasses as he gave up: "Stay here. I mean it this time!"

He took off towards Martha, Lily right behind him as he shouted: "Jump start those engines!" He and Lily sprinted off, and the Captain and Scannell turned to go to Engineering when they saw the charred shadow on the wall.

"It's picking us off…" the Captain realized, "one… by one."

The Doctor sprinted ahead with his longer legs, Lily running as fast as she could to keep up, both desperate to reach Martha before she was jettisoned off the ship. The Doctor ran into Area 17 to see a helmeted figure wearing Ashton's clothes standing before the escape pod doors, punching buttons on the keypad.

"That's enough!" The Doctor shouted and the figure turned to look at him. The Doctor asked in a low voice: "What do you want?"

"Why this ship? Tell me!" He ordered as Lily arrived and Ashton just punched his fist right through the keypad. There was a cry of pain and a huge shower of sparks, causing Lily to shriek as she pulled to a stop beside the Doctor.

"Jettison activated." The computer announced and Lily screamed: "No!"

The Doctor pulled Lily behind him, shielding her completely behind his body and keeping her there with a tight grip when she struggled. He addressed Ashton calmly: "Come on. Let's see you."

Ashton stepped towards them and Lily whimpered as she saw his shadow come closer. Ashton stood almost nose-to-nose with the Doctor as the Doctor whispered darkly: "I want to know what you really are."

"Doctor!" Lily whimpered, and Ashton raised his hand to begin to lift the visor on the helmet, when suddenly he doubled over, crying in pain.

"What'd you do?" Lily whispered as Ashton reeled backwards, and the Doctor whispered back just as puzzled: "I didn't do anything."

Ashton suddenly made choking noises before he stood upright abruptly, suddenly calm again.

"Airlock sealed." The computer announced, but Lily and the Doctor watched in a mix of bewilderment and fear as Ashton walked towards them again. Lily blinked as Ashton walked straight past them, bumping into the Doctor who groaned as he stumbled a little. He regained his balance, grabbing Lily as they stared briefly at the retreating figure.

"Martha!" Lily gasped, heading for the escape pod doors while the Doctor raced to the intercom to yell warningly at the Captain: "McDonnell? Ashton's heading in your direction. He's been infected, just like Korwin!"

Lily peered through the round window in the door, spotting Martha and Riley inside the pod. She moved to the destroyed keypad, as Scannell replied to the Doctor: "Korwin's dead, Doctor."

Lily was trying to put the keypad together as Martha noticed her.

"Lily!" She screamed at the top of her lungs. Lily looked at her as she worked desperately trying to connect wires or something. "Lily, this thing's locked!" Martha screamed.

"I'm trying!" Lily yelled back. "Doctor!" Lily implored just as the computer announced: "Airlock decompression completed. Jettisoning pod."

"Martha!" Lily screamed as the Doctor raced over to join Lily in staring out the window at Martha. Martha saw him and began to scream, knocking on the pod's window: "Doctor!"

The Doctor shouted, his face set in a determined mask: "I'll save you!" "Doctor, do something!" Lily begged as Martha screamed with tears: "Doctor!"

The Doctor's face began to contort with pain and tears as he yelled: "I'll save you!" "Martha!" Lily screamed as a tear escaped and Martha screamed: "Lily!"

Martha looked at them desperately as the pod's clamps released. "I can't hear you!" She mouthed, neither side able to hear each other anymore. The Doctor repeated: "I'll save you!"

Lily watched in despair as the pod was jettisoned, leaving the ship while the Doctor continued to shout after Martha desperately. Lily watched Martha mouth one more thing to them as the pod floated down towards the sun: "Sorry."

"Martha!" Lily screamed in pain, clutching the Doctor as she began to sob.

"Doctor, is there anything we can do?" She whispered, begging him as he held her while she cried. His lips were pursed, when the computer announced: "Impact in seventeen oh five."

The Doctor let Lily go as he said seriously: "I will get her back." Lily looked at him. "How?" She asked, dread filling her.

The Doctor just moved to the intercom, calling: "Scannell! I need a spacesuit in area seventeen now!" Lily's heart stopped. "What for?" Scannell asked and the Doctor yelled sharply: "Just get down here!"

Lily pulled the Doctor, saying desperately: "No." The Doctor looked at her seriously. "It's the only way." He said.

"Take me with you, then." Lily challenged sharply and he shook his head. "It's too dangerous." He replied and Lily retorted angrily: "That's why you can't! I won't lose you both."

The Doctor grabbed Lily's shoulders, saying urgently: "If I don't go out there, Martha will die. I'm the best shot at getting her back, and I'm stronger. Time Lord, remember? It won't kill me as it will kill you."

Lily swallowed, knowing he was right but for once logic wasn't winning the war with emotion in her heart.

"But what if you die?" Lily asked as another tear escaped her. The Doctor paused, before he whispered: "You need to make the choice Lily. Either I stay here and Martha dies, or we take the chance and Martha lives."

Lily's heart broke as she stared up at him. "I…" she whispered as Scannell arrived with the suit. He hesitated as he saw them locked in a staring match. Lily swallowed once more before she whispered: "Bring her back safely."

The Doctor grinned at her, and Lily gave a small smile, knowing she'd made the right choice logically. But her heart was heavy as the Doctor began to get into his suit. "Brings back memories." He tried to joke with Lily but she just glared at him, tears shining in her eyes.

"Yeah, I remember how that went. Rose almost killed me for leaving you, and I would've let her." Lily said bitterly. The Doctor sighed as he finished dressing himself, and Scannell finally burst in: "I can't let you do this."

The Doctor snapped at him, his nerves pulled to their limits at the moment: "You're wasting your breath, Scannell. You're not going to stop me."

Scannell tried anyways. "You want to open an airlock in flight on a ship spinning into the sun. No one can survive that."

The Doctor just gave the man a look as he said: "Oh, just you watch." "You open that airlock, it's suicide." Scannell said sharply. When the Doctor didn't deign to respond, Scannell turned to Lily, demanding: "You're just letting him do this?"

Lily pursed her lips as the Doctor glared at Scannell, but the other man ignored him as he narrowed his eyes at Lily.

"I trust him, when he says he'll be alright." Lily said at last, and Scannell cried in disbelief: "This close to the sun, the shields will barely protect him. How can you let him go if you love him?"

The Doctor blinked while Lily's eyes narrowed. "Excuse me?" The Doctor demanded and Scannell turned to him. "And you, how can you do this to her if you love her? Is it worth it?"

"We're not together." Lily said bluntly while the Doctor just ignored him, deciding not to deal with it now as he said: "If I can boost the magnetic lock on the ship's exterior, it should remagnetise the pod. Now, while I'm out there, you two have got to get the rest of those doors open. We _need_ those auxiliary engines."

Scannell said in exasperation: "Doctor, will you listen! They're too far away. It's too late."

The Doctor just said flatly: "I'm not going to lose her, or Lily. Lily'd never live with herself if Martha died like this, and frankly, neither would I." And with that the Doctor placed his helmet on and went into the airlock chamber.

The computer announced: "Decompression initiated." Lily moved to watch the Doctor, biting her lip as tears threatened to fall. "Impact in twelve fifty five." The computer announced and the Doctor looked back at her.

Scannell moved to touch her arm, indicating they needed to hurry to get the doors unlocked. She looked back at the Doctor who smiled grimly at her. Lily paused for one second, then mouthed something to him.

His eyes widened and she left. The Doctor remained still, staring at the space Lily had been as his hearts broke, replaying her broken expression as she'd told him her desperate plea: "Please, come back safe."


	62. 22-3 Burn

Doctor P.O.V.

"Impact in eleven fifteen. Heat shield failing. At ten percent." The computer announced as the Doctor opened the door to the outer airlock. He grit his teeth against the solar energy and the burning of the unfiltered sun streaming in at him.

He determinedly climbed outside, holding one side of the pod-shaped hole as he reached desperately for the four buttons on the side of the ship. He groaned with his efforts to remain stable against the energy pounding on him, careful not to let go lest he fall out into space.

"Come on!" He shouted to himself as his fingers just touched the bottom of the first button. He pressed it and he yelled encouragingly to himself: "Go on, my son!" He reached up for the second button, and pressed it just as Scannell's voice came over the com: "Doctor, how're you doing?"

The Doctor groaned as he reached for the box next to the buttons: "I can't!" His fingers fell a little short, and he gripped the side of the ship to steady himself: "I can't reach!"

He reached his hand up but had to place it against the side of the ship as the pain overwhelmed him. "I don't know how much longer I can last." He admitted and suddenly Lily's voice was there. "Don't you dare give up! If you die, I'll kill you!" She warned.

The Doctor grit his teeth as he reached for the box. He managed to clutch the cover handle this time, and pulled the whole thing off, revealing the lever. He struggled to grab the lever, panting as he tried to get it, When he did he let out an almighty yell as he pulled it down.

"Doctor?" Lily's voice called in worry but he was too exhausted to answer as he climbed back inside. He toppled in, gasping too get his breath back, and then he stood, looking out to see the pod flying back. His eyes turned to the sun as he gasped: "Lily-"

He broke off as he stared at the sun, seeing it moan and move. "It's alive." He breathed in realization. "It's alive. It's alive!" He cried.

Lily P.O.V.

They were rushing through the areas, and Lily was worried with what the Doctor was saying.

"He hasn't closed the airlock yet." She said with worry, and the Captain, who'd joined them after she'd taken care of Ashton for good, glanced at her. Scannell looked at the girl's worried expression and he called into his com: "Doctor, close the airlock now!"

There was no response. "Doctor!" Lily called desperately, as Scanell moaned: "That pod's going to smash into him." "I have to go to him." Lily said desperately, before she turned and ran.

"Yeah, not together my foot." Scannell muttered while the Captain said: "Stay here." She took off after the girl as well as the computer reported: "Impact in eight fifty seven."

Lily ran up into Area 17 as the computer announced: "Airlock recompression completed." She saw the Doctor crawling out of the airlock, his helmet removed as he gasped in pain.

"Doctor!" She screamed in alarm, skidding down to kneel beside him. "Doctor!" She felt his face as he squeezed his eyes, and he turned his face sharply away as Martha ran up crying: "Lily! Doctor!"

She saw Lily's distress and the Doctor leaning his face onto the ground. "Are you okay?" Martha asked in alarm, pulling him around to face them. Lily's heart stopped as the Doctor's eyes opened a little bit, just for a brief moment and a bright white light shone out of them.

"Stay away from me!" He spat in a deep voice and Martha let go immediately while the Doctor shut his eyes desperately, falling back down in agony. "Doctor." Lily moaned as the Captain ran in.

"What's happened?" She demanded, seeing Martha and Riley standing around the Doctor, Martha's face hurt and confused while Lily knelt beside him, her face was distraught. The Doctor spat out in his usual voice as he crawled back to lean his back on the wall: "It's your fault, Captain McDonnell!"

Lily reached out a hand to the Doctor's, whispering: "Doctor." He clenched hers tightly as he kept gasping in pain, and the Captain ordered: "Riley, get down to area 10 and help Scannell with the doors."

Riley hesitated, looking at Martha and the Doctor and Lily and the Captain ordered sharply: "Go!"

Riley ran off and the Doctor spat out: "You mined that sun." He was gasping as he struggled to continue through the pain, sweat pouring down his face. "Stripped its surface for cheap fuel. You should have scanned for life!" He yelled and Lily's heart dropped.

"I don't understand." The Captain said shakily and Martha asked urgently, her face contorted with fear and confusion: "Doctor, what are you talking about?"

Lily whispered: "The sun, it's alive." They stared at the girl and the Doctor spat: "As usual, only Lily gets it! You could've used her on your crew, Captain McDonnell!" Martha's face fell a little while the Captain reeled with the news.

The Doctor snarled, still crying in pain: "That sun is alive. A living organism. You scooped out its heart, used it for fuel, and now it's screaming!" He bent over in pain, and Lily clutched his hand her mind racing while her heart clenched in worry and fear.

The Captain asked, bewildered: "What do you mean? How can a sun be alive? Why is he saying that?" "Because it's living in me." The Doctor spat out, and his hands tightened around Lily's as she squeezed his back. Martha's face became terrified while the Captain breathed in horror: "Oh, my God."

The Doctor gasped, furious: "Humans! You grab whatever's nearest and bleed it dry! Aah!" He screamed. "You should have scanned!" Lily couldn't even take offense, she was wild with worry and she knew what he'd said was true.

The Captain blurted out: "It takes too long. We'd be caught. Fusion scoops are illegal." Lily glared at her.

"You did it to avoid authorities?" She demanded, furious, when the Doctor gripped her, shrieking in pain. She turned to him. "You've got to freeze me, quickly." He said urgently and Lily nodded while Martha shrieked: "What?"

"Stasis chamber." Lily and the Doctor said together, and Lily let the Doctor continue his urgent instructions: "You've got to take it below minus two hundred. Freeze it out of me! Argh!"

He bent over in pain as Lily and Martha gripped him. "It'll use me to kill you if you don't." He ordered and Lily began to tug him up. "The closer we get to the sun, the stronger the link! Ah!"

He yelled in pain and Lily said urgently: "Martha, help me!" Martha helped Lily haul him as the Doctor yelled, half mad with pain: "Med-center, quickly! Quickly!"

"Come on, move!" Lily shouted at the Captain, who helped them half carry the doctor to the med center as the computer announced: "Impact in seven thirty."

* * *

They dragged the Doctor in, when he yelled in pain, his legs collapsing under him. Martha ran ahead to grab and read the instruction manual, muttering: "I can do it!" Lily let go of the Doctor to help, but the Doctor cried: "Lily, where are you? Martha?"

Lily grabbed his arm again, saying reassuringly: "I'm right here." Martha also called back: "It's alright, I'm here." She ran back to them, asking the Doctor urgently as Lily tried to haul him to the patient table: "Stasis chamber, minus two hundred, yeah?"

The Captain cried as the two girls dragged the Doctor over to the table: "No, you don't know how this equipment works. You'll kill him!" She yelled as they lay the Doctor on the table while he groaned. "Nobody can survive those temperatures!"

"He will!" Lily snapped as they helped the Doctor into the chamber and Martha said sharply: "He's not human. If he says he can survive, then he can."

The Captain groaned and begged as she lifted her hands to the Doctor: "Let me help you, then." But Lily tensed and Martha shoved the woman's arms away as she snapped: "You've done enough damage."

The Doctor moaned, his head inside the chamber. "Ten seconds." He groaned. "That's all I'll be able to take. No more!" He began to cry in pain. "Argh! Ah!"

Lily clenched his hand again as she moved towards his head while Martha reached to grab the manual, reading it as she returned to the Doctor's side. "Lily!" He cried, and Lily said desperately: "I'm here."

The Doctor gripped her hand as he started choking a little and shaking, before he bit out: "It's burning me up. I can't control it. If you don't get rid of it, I could kill you. I could kill you all." He said darkly, before he began to convulse with the pain.

Lily grabbed him tightly, her heart tearing into pieces as she watched helplessly. The Doctor cried in pain before he gasped out: "I'm scared. I'm so scared!" He admitted.

Martha glanced up in alarm, saying as calmly as she could while Lily's eyes had widened in terror: "Just stay calm. You saved me, now I return the favour. Just believe in me."

The Doctor screamed in pain and he moaned: "It's burning through me. I don't know what'll happen!" Lily snapped out of her broken trance then to say, although her voice shook: "No, that's enough! I said I'd kill you if you died, and I mean it! I won't let you die and leave me!"

The Doctor gasped out at her: "There's this process, this thing that happens if I'm about to die." "I know, I was there after your latest one remember?" Lily cried as she gripped him. "But it won't be you, now, and I won't let this you disappear! Not like this!"

Martha finally found what she needed and looked at the two across from her. "Are you ready?" She asked and Lily bit out: "Yes." "No." The Doctor moaned at the same time.

Martha took Lily's word and began to roll the Doctor into the chamber completely. He moaned as Lily's hand was wrenched from his, and once he was in, Martha typed into the keypad, pressing a green button to begin lowering the temperature. The Doctor began to scream as his body temperature fell.

Martha bit her lip, watching the temperature fall below -50 while Lily's heart shattered as she clutched her hands tightly in a silent prayer, hearing the Doctor's pained screams. Suddenly, as the temperature reached -70, the machine stopped.

Lily looked over in alarm as the machine's power failed, and Martha stared at the screen in disbelief and fear. The Doctor stopped groaning but he immediately shouted in alarm: "No! Martha, you can't stop it. Not yet. Lily!"

"We can't help it!" Lily yelled while Martha asked: "What happened?" She tried to press the machine's buttons but the Captain said: "Power's been cut in Engineering."

Lily paused while Martha asked: "But who's down there?" The Doctor began to groan in pain again as the Captain just said grimly: "Leave it to me." She made to leave but Lily stopped her.

"He'll kill you." She said seriously and the Captain replied: "It will be what I deserve, but I'll take him with me so you lot are safe."

Lily let the woman go, and the Captain left as the computer announced: "Impact in four forty seven." The Doctor began to yelp again in pain, suppressing his screams as best as he could while the girls shared a desperate look with each other.

Martha tried to get the machine to work as she mumbled: "Come on." She glanced at the Doctor. "You're defrosting." She murmured and Lily's brows in knit in fear as the ice finished melting off the Doctor's body.

He suddenly yelled at them: "Lily, Martha, listen! I've only got a moment. You've got to go!" "No way." Martha snapped, while Lily pursed her lips in anger, shaking her head even though he couldn't see her.

The Doctor ordered: "Get to the front! Vent the engines. Sun particles in the fuel, get rid of them." He gasped and Martha retorted: "I am not leaving you."

The Doctor snapped: "You've got to… give back what they took." Martha hesitated, looking at Lily. The girl's face was set determinedly, but she looked at Martha when she saw the other girl's glance.

"You stay here with him?" Martha suggested, and Lily nodded tightly. Martha turned back to the Doctor as she said: "I'll be back for you." She looked at Lily. "Both of you."

Lily nodded and Martha ran as the computer announced: "Impact in four oh eight." "Lily, go!" The Doctor ordered and Lily snapped back: "No!"

"Please, go! They'll need you." He begged and Lily retorted: "No, they won't and I'm not leaving you here alone!"

He screamed at last: "I might kill you!"

Lily shouted back, almost in tears: "I don't care! You let me make the choice when you went out, and now look at you! I'm not leaving you on your own while you're in pain! It's a risk I'll take!"

The Doctor cried: "It's not a risk I'm willing to take!" Lily was about to reply when suddenly Captain McDonnell's voice came over the intercoms: "Riley, Scannell. I'm sorry."

Lily swallowed, so close to crying, as the computer said: "Exterior airlock open." She knew the Captain would be taking her husband down, out of the ship and back to the sun. Together, until the end.

"Lily, go!" The Doctor suddenly yelled at her. "Impact in two seventeen. Primary engines critical." The computer announced, and Lily yelped as the Doctor began to crawl out of the stasis chamber, crying in pain.

Lily immediately moved to help him as he fell onto the ground but the Doctor shoved her away roughly. Lily stumbled back as the Doctor yelled in pain: "Lily, go! I mean it!"

Lily shook her head, bewildered as the computer alerted: "Repeat. Primary engines critical. Survival estimate projection zero percent." Lily didn't know what to do when the Doctor suddenly yelled angrily: "Lily, go! Please, I don't want to... you… Burn…"

Lily's eyes widened as she realized what was happening. She turned and ran from the med-center just as Martha called over the intercom: "Lily, what was that sound? Is the Doctor alright?"

Lily shouted: "No! Martha-!" Suddenly there was a cry of pain. Lily turned around to see the Doctor crawling out of the med-center. She wasn't close enough to hear him but the Doctor's voice sounded over the intercom system as he cried: "I can't fight it. Give it back…"

His voice darkened and deepened as he trailed off. Lily screamed as he began to open his eyes. She turned and sprinted away as the Doctor's voice said in that deep voice: "or burn with me."

Lily ran as fast as she could as she heard the Doctor's deep voice say menacingly: "Burn with me, Martha." The computer called: "Impact in one twenty one." "Lily-" the Doctor's voice said darkly, before suddenly he screamed: "NO!"

Lily paused, but then she heard the Doctor's footsteps coming down the hall and she continued to sprint towards Area 1, praying that Riley and Scannell had the doors open and that Martha was there.

 **"** Life support systems reaching critical. Repeat Life support systems reaching critical. Impact in one oh six." The computer announced as Lily ran. She ran as fast as she could as the computer announced on repeat: "Collision alert."

Lily could hear the Doctor's running footsteps, gaining on her as she sprinted. "Collision alert. Fifty eight seconds to fatal impact." The computer announced. _Martha, what's taking you?_ Lily thought desperately as she ran, her legs going as fast as they could as she pounded down the corridors.

Suddenly she was flung to one side as the computer announced: "Fuel dump in progress. Fuel dump in progress." _Thank God!_ Lily breathed as she lay where she'd fallen to her knees.

She heard the Doctor screaming in pain, before his voice trailed off as he began to gasp, but sounding normal. Lily turned back, heading around the corner. She peaked and saw the Doctor lying there with his eyes open and normal again as he panted.

He keeled over and Lily was suddenly flung around as the ship lurched, the auxiliaries starting and causing the ship to pull away from the sun. She crawled over to the Doctor as best as she could as they were both flung about, reaching him and grasping him tightly as she held onto a pipe to keep them as steady as she could. He gripped onto her arm as well, holding on for all he was worth as he recovered.

Finally the ship stopped moving as harshly as the computer announced: "Impact averted. Impact averted. Impact averted." Lily let out a breath, leaning back in relief as she felt tears of relief. The Doctor let her arm go, starting to stand up and Lily helped him up as she stood. He looked at her and Lily rejoiced to see his brown orbs once more.

The Doctor reached out and pulled her in for a tight hug, burying his face in her tangled hair. Lily returned it as well when suddenly he pulled back. She looked up, startled, before he leaned down and kissed her.

Lily's heart stopped before it raced, and she began to melt into his kiss when he jerked away. Lily blinked in surprise and slight hurt but he seemed to be even more stunned by his actions as he stared at her in shock.

"Doctor!" Martha's voice called and the two broke away awkwardly, avoiding each other's eyes as Martha ran up and hugged the Doctor tightly, laughing. Lily's heart clenched as she fought with the waves of hurt at the rejection. Her eyes stung with tears that had changed from those of relief to those of heartbreak.

But she hid them from the others as Martha let go of the Doctor and hugged Lily, still laughing almost hysterical with relief. Lily clutched Martha tightly, and began to laugh hysterically as well, a mix of relief, happiness that they were all safe but also pain and sorrow.

The Doctor stood, watching, and he saw how Lily had buried her head in Martha's shoulder, hiding her face. He didn't know what had come over him to kiss her- in the relief of the moment, he'd been so happy to see her and his love had brimmed over and he'd acted impulsively. When his mind had caught up with his body, he'd been alarmed and pulled away.

He was still unsure how he felt about the whole ordeal, but his hearts tugged as he saw Lily avoid him again once the girls had let go of each other. He wasn't sure why, and he prayed it wasn't rejection… because he had been so sure for a moment, just before he'd pulled away in shock, that she'd kissed him back.

* * *

They stood before the Tardis in Area 30, and Scannell said in complete disbelief: "This is never your ship."

The Doctor grinned as he supplied: "Compact, eh? And another good word, robust." He patted the Tardis fondly, turning to the girls as he added: "Barely a scorch mark on her."

Lily avoided his gaze. The Doctor's face fell. Martha saw it and glanced back to see Lily examining her feet. Martha quickly changed subjects as she said to the two men that were all that were left of the crew: "We can't just leave you drifting with no fuel."

Scannell had also noticed the tension between Lily and the Doctor, and his brows knit in confusion and thought. Riley shrugged as he informed them: "We've sent out an official mayday. The authorities'll pick us up soon enough."

Scannell added: "Though how we explain what happened…" He began to shrug but the Doctor told him softly: "Just tell them. That sun needs care and protection just like any other living thing."

He stepped inside the Tardis. Martha walked over to say goodbye to Riley while Lily said goodbye to Scannell. Lily beamed a little as she watched Riley and Martha.

"So, er, you're off then. No chance I'll see you again?" Riley asked hopefully. Martha smiled a little as she said apologetically: "Not really. It was nice, not dying with you."

"So, you and the Doctor." Scannell suddenly said to Lily. She turned to him in surprise to see he was raising an eyebrow at her. "Excuse me?" She asked and he simply raised both eyebrows.

"He cared a lot about you, considering you're not together." He pointed out and Lily sighed. "He's just kind, that's all." She saw his skeptical look and explained sadly: "He doesn't feel that way about me. He loved my cousin."

Scannell raised his brows again and he finally said: "That sounds complicated-" Lily laughed, interrupting him as she said: "You have no idea."

He just smiled at that but he finished seriously: "But I can tell you this- the way he looks at you? He loves you without a doubt." Lily deflated as she remembered his kiss and then his rejection. "No," she sighed, "he sees my cousin in me. That's all."

She watched Martha say to Riley: "I reckon you'll find someone worth believing in." "I think I already did." Riley answered simply. Lily smiled a little as Martha leaned up and kissed Riley.

Scannell whispered as they stood by: "I don't think you give the Doctor enough credit." She looked at him in surprise as Martha and Riley broke apart. "I think you give me too much." Lily replied as Martha was saying to Riley: "Well done. Very hot."

Martha stepped into the Tardis while Riley laughed, and Lily made to follow when Scannell called after her: "Tell him the truth about how you feel, and I think you'll find I'm the one who's right this time."

She looked back at him in surprise as she paused by the door. She then smiled at him as she opened the door and called: "Maybe. Goodbye, Scannell! Good luck!"

Lily shut the door behind her to see Martha and the Doctor by the console. Martha was looking ecstatic about something. The Doctor glanced at her and Lily squarely met his gaze as she asked: "So, now what?"

He seemed surprised and Martha looked between them weirdly, wondering what could have happened. But she answered brightly: "He gave me a Tardis key!"

Lily's eyes lit up and she hugged Martha, the two squealing while the Doctor winced and rubbed the back of his neck. Suddenly Martha let Lily go, her face suddenly horrified.

"Oh, no. Mum." She gasped and Lily let her go, giving her space as she called her mother. Apparently Martha had called her earlier about the Elvis versus Beatles question. As Martha talked to her mum, Lily glanced at the Doctor and started when she saw he was looking blatantly at her. She cocked her head, asking: "What?"

The Doctor sighed as he said: "I'm sorry. You don't have to pretend to be alright. What I did, it was out of line." Lily blinked in surprise as she realized what he was talking about. She laughed and the Doctor looked surprised.

"Don't be." She chided and the Doctor frowned. Lily smiled as she said gently: "We were both just happy to be alive. I don't hold it against you, and truth be told, it wasn't too bad."

She turned away as she finished, not wanting him to see as her blush betrayed her. The Doctor, however, did see it and he was surprised. _Could she...?_ He wondered. He began: "I-"

"Love you. Bye." Martha finished, hanging up as she turned back to them. Lily smiled while the Doctor frowned a little.

"So?" Lily asked and Martha nodded, smiling back at Lily while looking at the Doctor strangely. "Where to next?" Martha asked excitedly and the Doctor shrugged before he began to twirl dials.

Martha saw again a slight tension between the other two, and she pursed her lips. When they got to their next destination, she swore she would leave them alone somewhere. And she was going to get them to admit the truth at last if it was the last thing she did. It was honestly exhausting watching them.

*A/N Eek! What do you think?


	63. 23-1 Human Nature

"Get down!" The Doctor ordered and Lily did so without question, Martha ducking down and landing on Lily's legs as they threw themselves to the ground. The green laser gunshot just missed them as it passed over their heads, hitting the Tardis console.

She and Martha shied away as the Doctor slammed the Tardis door shut, all of them having run in just in time. He walked up to them, grabbing Lily's shoulders as the two girls stumbled to their feet. "Did they see you?" He demanded and Lily shook her head.

"I don't think so." She answered and he turned to Martha, repeating the question.

"I don't know." Martha replied hesitantly. She'd been behind Lily in running back, so it was more likely they'd seen her. "But did they see you?" The Doctor asked urgently.

"I don't know. I was too busy running." Martha retorted and the Doctor snapped: "Martha, it's important. Did they see your face?" Martha brightened at that and replied: "No, they couldn't have."

The Doctor let them go as he rushed to the console, shouting: "Off we go!" He began pressing buttons as Lily led Martha over to the console as well. The Tardis beeped and an alarm sounded and the Doctor groaned. "Argh!"

Lily bit her lip while the Doctor pulled the monitor over, checking it. "They're following us." He muttered and Lily groaned.

"How can they do that? You've got a time machine." Martha said incredulously and the Doctor replied as he dashed around the console: "Stolen technology. They've got a Time Agent's vortex manipulator. They can follow us wherever we go," he paused as he said out loud, "right across the universe."

He began to run his hand through his hair. "They're never going to stop." He realized, but then he paused, his head lifting and his eyes wide as he had an idea. "Unless…" He murmured. "I'll have to do it."

Lily frowned. "Do what?" She asked sharply, not liking his expression. He turned to her. "Lily, do you trust me?" He asked seriously.

She looked at him. "What kind of question is that? What are you going to do?" She demanded and the Doctor repeated, grabbing her shoulders as he looked her in the eyes: "Do you trust me?"

Lily's eyes narrowed but she nodded. "Always." She confirmed, and the Doctor turned to Martha.

"Martha, you trust me, don't you?" He asked and Martha replied: "Of course I do."

He looked at them seriously as he said urgently: "Because it all depends on you two." He ducked under the console, searching for something as Lily frowned and Martha asked: "What does? What are we supposed to do?"

The Doctor straightened up, and held a decorated pocket watch up to them as he explained: "Take this watch, because my life depends on it. This watch. This watch is-"

* * *

Doctor P.O.V.

The Doctor woke up abruptly, his eyes flying open as he stared at his room ceiling. He blinked, frowning a little as he remembered his dream. A clock ticked in the silence before he decided it was time to get up. He groaned a little as he rose out of bed, and he could hear talking outside his room in the corridor. A light knock tapped on his door before the door to his room opened just as he called: "Come in."

He grabbed his dressing gown as the maid walked in, carrying his breakfast tray. She immediately turned away as she said politely: "Pardon me, Mr. Smith. You're not dressed yet. I can come back later."

He finished shrugging on his dressing gown as he dismissed: "No, it's all right, it's all right. Put it down." The maid turned back to the room as he leaned back on his desk contemplatively.

She began to arrange his breakfast on his table as he began slowly: "I was um… Sorry, sorry." He broke off shyly, not wanting to bother the maid with his story and the maid quietly walked over to draw the curtains behind him. He began again, feeling the need to tell someone: "Sometimes I have these extraordinary dreams."

"What about, sir?" The maid asked as she moved about the room, drawing all his curtains as he said slowly: "I dream I'm this… adventurer. This… daredevil, a madman."

He paused before Smith continued: 'The Doctor', I'm called. And last night I dreamt… that you were there," he nodded at his maid as she walked past again, moving to set up his breakfast. "As my… companion." He hesitated with the word.

"A teacher and a housemaid, sir? That's impossible." The maid scoffed slightly, but still polite.

"I'm a man from another world, though." Smith mumbled and the maid said lightly: "Well it can't be true because there's no such thing."

Smith hesitated as he added: "And… there was another girl. A pretty brown-haired girl." The maid tensed a little but Smith didn't notice as he continued slowly: "She was also travelling with me… but I don't even know her."

The maid stayed silent as Smith walked to his mantle, picking up the fob watch, which had featured in his dreams, as he murmured: "This thing… The watch, it was…"

He examined it for a moment, before he placed it down again with a sigh as he said: "Yeah, it's funny how dreams slip away. But I do remember one thing;" he continued as he turned back to the maid as he pondered: "it all took place in the future. In the Year of Our Lord 2007."

Martha smiled as she said softly: "I can prove that wrong for you, sir. Here's the morning paper." She held it up for him to see as she said: "It's Monday, November tenth, 1913, and you're completely human, sir. As human as they come."

Smith murmured: "Mmm, that's me. Completely human." He looked at her and chuckled as he placed the newspaper back down.

* * *

Lily P.O.V.

Lily was close to breaking. She had been working here at Farringham School for Young Men for two months, scrubbing floors and cooking the boys' food amongst her other duties as a maid.

She was also studiously avoiding the Doctor- he'd warned her to stay as far away as possible because she was more likely to jog his memories. When she'd asked why, he'd told her it was because she'd been travelling with him longer, so she was the riskier choice. It also didn't help that with Lily and Martha both coming in at the same time as the Doctor, he would surely find something odd.

Lily had agreed grudgingly, and Martha had promised to keep her updated. At the moment, she was scrubbing the floor with Martha and a friendly maid called Jenny when the bell rang. She ducked her head as the Doctor, now thinking of himself as Mr. John Smith (Lily bitterly laughed at the irony), finished his class lecture and walked by them down the corridor.

Martha gazed up at him, and said: "Morning, sir." Jenny glanced at Martha while Lily ducked her head further, making sure he didn't see her. Thankfully, 'Mr. Smith' only gave a passing glance as he murmured back: "Yes, hi."

He walked up the stairs and Lily hit Martha slightly in annoyance. Martha shrugged as she went back to scrubbing the floor. Jenny just shook her head as she murmured, while they all glanced after the Doctor: "Head in the clouds, that one. Don't know why you're so sweet on him." She teased Martha, lifting her brows suggestively.

Lily suppressed a sigh as Martha defended: "He's just kind to me, that's all. Not everyone's that considerate, what with me being-" She indicated her dark complexion and Jenny jested kindly in her cockney accent: "A Londoner?"

Lily laughed a little as Martha smiled, saying: "Exactly. Good old London town!"

The three giggled as two senior boys stopped beside them. "Er, now then, you two." One of them said, looking down at them. They glanced up and Lily recognized him as Baines and his friend as Hutchinson, both very pompous, rude and bullies to boot.

Baines continued snobbishly: "You're not paid to have fun, are you? Put a little backbone into it."

Jenny murmured with a slight bow of her head: "Yes, sir. Sorry, sir." "Sorry, sir." Lily murmured, hiding her bitterness but Martha didn't say anything. Hutchinson suddenly called to her: "You there, what's your name again?"

Martha replied, her tone slightly defiant: "Martha, sir. Martha Jones." "Tell me then, Jones," the boy sneered, "with hands like those, how can you tell when something's clean?"

Baines chuckled and the two boys walked on, laughing but not before Hutchinson gave Lily a wink and Baines smirked at her. Lily glared while Jenny sighed and Martha muttered under her breath: "That's very funny, sir."

Jenny chided softly: "Careful, now. Don't answer back." They all began to scrub the floors again as Martha snapped: "I'd answer back with my bucket over his head."

Jenny and Lily laughed, the former saying as she chuckled: "Oh, I wish." She paused and then glanced to look after the boys as she said dejectedly: "Just think, though. In a few years time, boys like that'll be running the country."

Lily and Martha paused at that. Both their faces darkened a little as Martha said quietly: "1913. They might not."

Lily sighed. Neither she nor Martha could really hate the boys, knowing that there was a large chance that they wouldn't live through World War I in a few years time.

* * *

Doctor/Smith P.O.V.

Smith was carrying a pile of books as he stepped out of a room. **"** Oh, good morning, Mr. Smith." He heard the angelic voice say and he dropped one of the books as he turned around in alarm. He sighed.

"There we go." He mumbled as Matron said quickly: "Let me help you." He quickly declined, saying hurriedly as he placed a foot down on the fallen book: "No, no, I've got it, no."

She smiled at him and he was flustered as he murmured distractedly: "Er, how best to retrieve?" He spun a little as he tried to think of something and he said absently: "Tell you what. If you could take these-"

He passed the books he was holding to Matron, and bent down to retrieve his dropped one. He stood back up with a beam and Matron smiled at him.

"Good." She said and Smith said happily: "No harm done. So, er," he tried to think of a conversation starter. "How was Jenkins?" He asked and Matron smiled at him as she said: "Oh just a cold. Nothing serious. I think he's missing his mother more than anything."

Smith immediately replied: "Oh, we can't have that." "He received a letter this morning, so he's a lot more chipper." Matron said lightly before she nodded her head back down to her arms.

"I appear to be holding your books." She said and Smith's eyes widened: "Yes, so you are. Sorry, sorry. Just let me." He apologized as he reached for his books, feeling like a total arse.

Matron smiled at him as she said: "No, why don't I take half?" Smith paused, a little surprised but he was quick to agree as he said: "Ah, brilliant idea. Brilliant. Perfect. Division of labor."

He almost sighed at himself, but thankfully Matron simply said: "We make quite a team." Smith grinned as he said: "Don't we just." He stared at her with bright eyes, and Matron said gently: "So, these books. Were they being taken in any particular direction?"

Smith quickly broke out of his trance, saying: "Yes. This way." He led the way down a smaller corridor and he fumbled for something to say, eventually settling on: "I always say, Matron, give the boys a good head of steam, they'll soon wear themselves out."

Matron said a little shyly: "Truth be told, when it's just you and me, I'd much rather you call me Nurse Redfern. Matron sounds rather… well, matronly." She laughed and Smith said eagerly: "Ah. Nurse Redfern it is then."

The woman continued a little more confidently as they walked down some stairs: "Though we've known each other all of two months, you could even say Joan." "Joan?" Smith asked, puzzled.

"That's my name." Joan replied with a smile and Smith chastised himself as he said: "Well, obviously."

Joan added: "And it's 'John', isn't it?" Smith was taken aback but in a delighted way as he said: "Yes, yes, it is, yes."

Joan suddenly stopped beside a notice board at the turning of the flight of stairs, asking: "Have you seen this, John?" She indicated a poster on the board and Smith stopped beside her to look.

She explained: "The annual dance at the village hall tomorrow. It's nothing formal, but rather fun by all accounts. Do you think you'll go?" "I hadn't thought about it." Smith replied, confused, and Joan added suggestively: "It's been ages since I've been to a dance, only no one's asked me."

Smith backed away a little, suddenly nervous. For some reason, the brunette from his dreams suddenly popped into his mind. Smith didn't know why, he didn't even know this girl. He babbled to Joan, distracted: "Well, I should imagine that you'd be, er, I mean, I never thought you'd be one for."

He realized a little what he'd said and he quickly added as he backed a little away: "I mean, there's no reason why you shouldn't. If you do, you may not. I, I probably won't, but even if I did then I couldn't. I mean I wouldn't want to-"

He wasn't even sure what he was saying anymore but Joan cut in, looking alarmed: "The stairs." "What about the stairs?" He asked confused as he continued to back away and Joan warned: "They're right behind you-"

And he tumbled down, falling backwards and causing the books and papers to go flying everywhere.

* * *

Smith groaned as Joan tended to the back of his head. "Stop it." She chided. "I get boys causing less fuss than this."

Smith grumbled: "I know, but it hurts." The door suddenly opened and Martha burst in, rushing up as she asked urgently: "Is he alright?"

Smith and Joan looked up in surprise at her rudeness. Joan chided: "Excuse me, Martha. It's hardly good form to enter a master's study without knocking." "Sorry. Right. Yeah." Martha bit out.

Smith was surprised at the look of distaste on Martha's face before she turned back to the partially open door. She hurried over, knocked on it mockingly and then ran forward as she asked: "But is he all right? They said you fell down the stairs, Sir." She added worriedly to him.

Smith sighed as he dismissed: "No, it was just a tumble, that's all."

Martha turned to Joan as she asked: "Have you checked for concussion?" Smith frowned a little, looking away as Joan answered firmly: "I have. And I daresay I know a lot more about it than you."

Martha swallowed before she murmured: "Sorry. I'll just… tidy your things." She said to Smith, before moving to tidy up his room. Smith said, unable to stand the awkward air in the room: "I was just telling Nurse Redfern, Matron," he quickly corrected, "um, about my dreams. They are… quite remarkable tales."

He hesitated but continued, stuttering a little in his nervousness: "I keep imagining that I'm someone else, and that I'm hiding." Joan looked at him with soft eyes as she asked: "Hiding? In what way?"

Smith continued: "Um, they're almost every night." He chuckled nervously. "This is going to sound silly." He laughed a little, suddenly too anxious to continue as he thought about how ridiculous he sounded, but Joan just said softly as she waited: "Tell me."

Smith glanced at her thankfully before he said: "I dream, quite often, that… that I have two hearts." Joan smiled as she said: "Well, then. I can be the judge of that. Let's find out."

She got out her stethoscope, coming in to listen to both sides of his chest. He waited with bated breath, gazing up at her as she stood close by. She removed the stethoscope as she said teasingly: "I can confirm the diagnosis. Just one heart, singular." He smiled at her.

She packed away her stethoscope and then he piped up with a sudden bout of courage: "I have er, I have written down some of these dreams in the form of fiction. Um… Not that it would be of any interest." He added suddenly shy again and wondering if it was too much but Joan turned back to smile at him as she said gently: "I'd be very interested."

"Oh?" Smith asked excitedly and she nodded, just as enthusiastic. Smith said lightly as he walked over to his desk: "Well, I've never actually… shown it to anyone before." He admitted as he pulled out a journal, walking back to show it to Joan.

She peered at it and he handed it over to her as she read: "'A Journal of Impossible Things'." She turned through some of the pages filled with Smith's scrawling and beautiful sketches of different pictures.

"Just look at these creatures." Joan said in amazement, and neither noticed Martha glancing over. A drawing of what looked like a pepper pot with a stalk and a suction pointing out of it and Joan said impressed: "Such imagination."

Smith admitted: "It's become quite a hobby." She flipped through several pages, murmuring: "It's wonderful." She paused at one drawing.

"And quite an eye for the pretty girls." She said as she tapped at the picture of a girl with short-ish hair and a piercing eye. Smith quickly assured: "Oh no, no, she's just an invention. This character, Rose. I call her, Rose." Neither noticed Martha's gaze snap to the man.

He continued: "Seems to disappear later on." He murmured with a bit of a shrug. They reached a page with little blue boxes in the corners. Smith smiled as he said excitedly: "Ah, that's the box. The blue box. It's always there. Like a like a magic carpet. This funny little box that transports me to far away places."

He smiled and Joan asked in surprise: "Like a doorway?" Smith nodded as he hummed in agreement. She turned to another page, filled with drawings of different men. Smith admitted as they stared down at the faces on the page: "I sometimes think how magical life would be if stories like this were true."

Joan agreed: "If only." Smith shrugged as he said: "It's just a dream." Joan turned to smile at him and he smiled back softly. Neither noticed the page had stopped at drawings of the pocket watch.

* * *

Lily P.O.V.

Lily ran up to find Martha urgently, and found her speaking with the school nurse, Matron. Matron was saying: "I'd be careful. If you don't mind my saying, you sometimes seem a little familiar with him. Best remember your position."

Lily paused as Matron left while Martha replied somewhat sarcastically: "Yes, ma'am." Lily walked up to Martha who was looking irritated.

"How's the Doctor?" She asked and Martha replied shortly: "He was fine. Better than fine." Lily saw her glaring after Matron.

"What's up with her?" Lily asked and Martha sighed. She glanced at the brunette as she replied: "The Doctor's been keeping a journal about his dreams. It's filled with his writing and drawings about different enemies and friends. It…" she hesitated and Lily raised an eyebrow, encouraging her to continue.

Martha sighed: "It had a picture of your cousin, Rose. He didn't even remember her as a person, just called her a character." Lily's shoulders slumped.

"Is that what he thinks of me, too?" She asked in a low voice and Martha shook her head. "I don't think he knows what to think of you, to be honest. He barely mentions you, almost like a part of him doesn't want to think about it."

Lily's face fell and Martha hastily explained: "I mean, kind of like he knows there's something painful about remembering you. Like… like he regrets forgetting about you." Lily frowned, not understanding and Martha tried to hint again: "He spends almost as much time pondering you as he does his watch." Lily shrugged.

"That's probably what he meant about staying away. Because I've been with him longer." Martha deflated while Lily mused: "Weird though. If that was the case, why'd he forget Rose? Or is it because this him spent more time with me?"

Martha frowned. "'This him'?" She asked but Lily suddenly realized something. "Hang on, why'd Matron have the Doctor's journal?" She asked and Martha bit her lip.

"Martha." Lily said pointedly and Martha sighed again as she said hesitantly: "I think… Lily, I'm sorry." Lily's brows pulled together as Martha admitted: "I think he's falling in love with her." Lily's heart stopped. _No_. And then another thought occurred to her.

"But," Lily said with a frown, "Martha, that's got to be harder for you. You're there with him all the time." Martha sighed, nodding. She honestly didn't know why she'd apologized to Lily- she and Lily both loved the Doctor. It was the Doctor who had to apologize, considering he loved Lily. Lily didn't notice Martha's preoccupation, too preoccupied with staring sadly after Matron.


	64. 23-2 John Smith?

Martha P.O.V.

Martha complained as she brought two pints to their table: "Ooo, it's freezing out here. Why can't we have a drink inside the pub?"

Lily laughed as she followed, carrying her pint while Martha handed one to Jenny. Jenny laughed with Lily as she said to Martha: "Now don't be ridiculous. You do get these notions!" She became much more serious as she said firmly: "It's all very well, those Suffragettes. but that's London. That's miles away."

Martha pouted as she said: "But don't you just want to scream sometimes, having to bow and scrape and behave. Don't you just want to tell them?"

Lily laughed while Jenny grinned a little as she said: "I don't know. Things must be different in your country." She said kindly and Martha said: "Yeah, well they are. Thank God I'm not staying." She leaned back in her chair while Lily sighed.

"You keep _saying_ that." Jenny pointed out and Martha just replied: "Just you wait. One more month and I'm as free as the wind. Me and Lily." She grinned at the brunette who was chuckling with her.

Martha smiled at Jenny before saying softly: "I wish you could come with me, Jenny. You'd love it." Jenny asked excitedly: "Where are you going to go?"

Lily's eyes became dreamy while Martha said excitedly: "Anywhere. Just look up there." She nodded to the sky and Jenny looked. Martha said while Lily's smile became a little sad: "Imagine you could go all the way out to the stars."

Jenny laughed at that and said to Martha laughingly: "You don't half say mad things." She turned to Lily as she asked: "Do you believe her?" Lily just smiled as Martha said a little sadly: "That's where I'm going. Into the sky, all the way out."

Jenny turned back to her pint but Lily also gazed up. She straightened suddenly as a green light flashed in the sky before disappearing. "Did you see that?" Martha asked as Jenny looked up and said: "See what?"

Martha asked as she stood up, Lily's posture now tense: "Did you see it, though? Right up there, just for a second." "Martha, there's nothing there." Jenny said, and Martha looked at Lily.

Lily met the other girl's eyes and she nodded slowly. They sat in silence for a moment, when suddenly there was the sound of running feet. They all turned to see Matron running down the road, clearly terrified of something.

Lily and Martha stood up immediately, Martha asking in concern: "Matron, are you all right?" Matron stopped by them as she said breathlessly: "Did you see that? There was something in the woods. This light." Lily took off into the woods.

"Lily!" Martha and Jenny called, but before Martha could follow the Doctor's voice came from behind: "Anything wrong, ladies?" He stepped closer to Matron, glancing around as he said: "Far too cold to be standing around in the dark, don't you-"

Matron interrupted as she pointed, crying: "There, there. Look in the sky." They saw a light cross the sky, almost like a shooting star. Jenny murmured: "Oh, that's beautiful." It disappeared as they all stared.

The Doctor said calmly: "All gone. Commonly known as a meteorite." He explained to Matron, smiling fondly: "It's just rocks falling to the ground, that's all."

Martha almost groaned at this, but thankfully Matron said: "It came down in the woods." "No, no, no." The Doctor scoffed. "No, they always look close, when actually they're miles off. Nothing left but a cinder."

Matron sighed and the Doctor said soothingly: "Now, I should escort you back to the school." Matron beamed at him, and he turned politely back to the other two. "Ladies?" He asked.

"No, we're fine, thanks." Martha said, and Jenny turned to her in disbelief. The Doctor said simply as he nodded his head: "Then I shall bid you goodnight."

He placed his hat on his head as he and the Matron walked off. Martha asked firmly: "Jenny, where was that? On the horizon, where the light was headed." "That's by Cooper's Field." Jenny replied and Martha ran in the direction.

Jenny called: "You can't just run off. It's dark! It's bad enough Lily's gone! You'll break a leg!" Martha paid her no heed as she took off and Jenny sighed, grumbling a little as she got up to follow Martha. They ran towards where there'd see the light disappear. It was empty and Martha stopped, panting as Jenny caught up. Jenny sighed as she said: "There you are. Nothing there. I told you so."

Martha asked to confirm: "And that's Cooper's Field?" She indicated the whole field and Jenny answered: "As far as the eye can see, and no falling star. Now come on, I'm frozen to the bone, let's go. As your Mr. Smith says, nothing to see."

Martha gazed at the space one more time, before she also turned back and followed Jenny back to the school.

* * *

Lily P.O.V.

Lily spent the whole night in the Tardis, which was hidden inside a shed, trying to get it to work and pick up any forms of life, particularly alien life. She eventually gave up in despair, sitting down in the chair by the console sadly and instead remembered the last time she'd been here, before they'd crashed into 1913.

 _"Get down!" The Doctor ordered and they did as they were told. They ran to the console and the Doctor picked up the watch, saying seriously: "This watch is me."_

 _Lily stared between him and the watch while Martha nodded as she picked up the watch: "Right, okay, gotcha." The Doctor grinned as he ran around the console and Martha said in a panicked voice: "No, hold on."_

 _Lily sighed- she knew it. The girls ran after the Doctor as Martha admitted: "Completely lost."_

 _Lily nodded in agreement, and the Doctor explained: "Those creatures are hunters. They can sniff out anyone, and me being a Time Lord, well, I'm unique." He pointed out, before going back to twirling a knob on the Tarids. "They can track me down across the whole of time and space._

 _"Oh, no." Lily groaned while Martha sighed. "Huh. And the good news is?" Martha asked, and the Doctor replied: "They can smell me, but they haven't seen me. And their life span'll be running out, so we hide."_

 _He looked at them urgently. "Wait for them to die." He finished and Martha pointed out: "But they can track us down."_

 _Lily added: "And since you are, as you said unique," she gestured at him and all his Time Lord glory, "it can't take them long."_

 _The Doctor stood before them as he said softly: "That's why I've got to do it. I have to stop being a Time Lord. I'm going to become human." Lily and Martha stared in disbelief._

 _"Excuse me?" Lily asked incredulously as a headset had lowered from the ceiling of the Tardis. The Doctor ignored her to look at it as he murmured: "Never thought I'd use this. All the times I've wondered."_

 _Lily grabbed his arm, silently begging while Martha asked: "What does it do?"_

 _The Doctor glanced at Lily as he explained to Martha: "Chameleon Arch. Rewrites my biology." He turned to Martha as he continued: "Literally changes every single cell in my body." He grabbed the watch from her as he added: "I've set it to 'human'."_

 _He walked up to the headset, breaking away from Lily as he placed the watch into a spot on the side of the headset and he told them: "Now, the Tardis will take care of everything. Invent a life story for me, find me a setting and integrate me."_

 _He turned to them as he said seriously: "Can't do the same for you. You'll just have to improvise. I should have just enough residual awareness to let you in." He turned back to the headset before he paused and turned to Lily. He gripped her shoulders as he said seriously: "Not you, Lily."_

 _She stared at him in hurt while Martha asked, outraged: "What do you mean?" The Doctor said quickly: "I need you to stay far away. Martha, look after her." Lily bowed her head, hiding her eyes._

 _"Why?" Martha had demanded, Lily too hurt to say anything. The Doctor ignored her as he said softly: "Lily, look at me._

 _She obliged and the Doctor's eyes softened at the hurt she was trying to hide. "Lily, it's not like that. It's just, if you're around too much, it'd jog my memory early." She bit her lip, tugging it slightly with her teeth._

 _"Why me?" She asked at last and he paused a little before he'd replied: "Because you've been with me too long. You're integrated in too many of my memories." She bowed her head but nodded in understanding. He kissed the top of her head before going back to the helmet, working quickly as their time started to run out._

 _"But, hold on," Martha suddenly said, frowning as they watched the Doctor, "if you're going to rewrite every single cell, isn't it going to hurt?" Lily closed her eyes but the Doctor just said as though it was obvious, which it really was: "Oh, yeah. It hurts."_

 _After he'd finished the necessary preparations, the Doctor had strapped himself in and began the process. And for the second time in as many days, Martha and Lily had had to watch the Doctor cry out in absolute pain. The girls had clenched their hands together, holding each other tightly in shared comfort and pain as they watched the Doctor suffer._

 _Martha had barely held in her tears but the younger girl had started to cry silently as the Doctor's screams continued. But neither girl turned away, watching the man writhe and scream. When it was over and the Doctor slumped, unconscious, Martha had been unable to stop the lone tear that fell while Lily sobbed a little as they stared at the shell of the man they loved._

Lily replayed the memory in her head, over and over again before she eventually fell asleep by the console. She jerked awake as she heard the door open and peered up sleepily, when she heard Martha say: "Hello."

Martha paused before muttering: "I'm talking to a machine." Lily laughed as she got up. "Hello." Lily said to Martha, beaming and Martha's eyes lit up. "Thank God, when you never came back last night, I was worried!"

The girls hugged tightly before they stepped back to the Tardis console. Lily's face settled back into its worried frown while Martha sighed longingly, probably thinking about what Lily had been last night. Lily allowed her to have her moment, knowing how much Martha needed it.

Martha eventually shook herself out of it and clicked on the keyboard near the monitor, bringing up the recording the Doctor had made and left for them before his transformation. Lily watched with her as the Doctor came onto the screen. She swallowed hard as she watched the Doctor tap the camera, asking: "This working?"

Martha smiled a little as the Doctor settled back and said: "Lily, Martha, before I change, here's a list of instructions for when I'm human." Martha nodded as she remembered this from the first time while Lily leaned in.

"One, don't let me hurt anyone. We can't have that, but you know what humans are like." Lily rolled her eyes again at that insult. "Two, don't worry about the Tardis. I'll put it on emergency power so they can't detect it. Just let it hide away." He informed them.

"Four. No, wait a minute, three. No getting involved in big historical events. Four, you two. Don't let me abandon you two. Especially Lily." She chuckled a little at that, and Martha smiled. "And fi-"

Martha fast forwarded as she muttered: "But there was a meteor, a shooting star. What am I supposed to do then?" She paused the video as she asked Lily: "Did you find anything last night?"

Lily looked at her. "You only ask me now?" She teased half-heartedly and Martha smiled a little but it dropped as Lily sighed and shook her head.

"Nothing." She whispered and Martha sighed as well before turning the Doctor back on: "And twenty three. If anything goes wrong, if they find us, then you know what to do. Open the watch. Everything I am is kept safe in there."

Lily sighed as she let him finish saying what she'd basically learnt by heart by now. "Now, I've put a perception filter on it so the human me won't think anything of it. To him, it's just a watch. But don't open it unless you have to. Because once it's open, then the Family will be able to find me. It's all down to you two. Your choice."

Lily turned back to the screen to watch the end as he left the camera only to return and say: "Oh, and thank you." He'd smiled sincerely, that child's smile that made him look years younger.

The smile that usually lifted Lily's heart but now just caused her to give a dry sob. Martha hugged the poor girl- she knew it was killing Lily to stay away from the Doctor and it had been two months already of him essentially ignoring her. It was because he didn't know she existed but still…

"I know." Martha soothed the girl. "I wish he'd come back, too."

* * *

Doctor/Smith P.O.V.

Smith had been feeling a little odd. He'd just saved a woman and her baby carriage from a falling piano using a cricket ball. He'd mentioned a place, Gallifrey, as somewhere he'd learnt how to draw… but he had no idea why he'd said such a thing. He'd lied to Joan, saying it was a place in Ireland, but he was confused as to why he would say such an odd thing at all. And it had been accidental- a slip of the tongue as though it was natural.

But he shook himself as he finished a sketch of Joan. They were sitting in his study, Joan posing on the Chesterfield. As he lowered his paper, satisfied, Joan asked excitedly: "Can I see?"

Smith smiled as he moved to sit beside her, showing her the drawing and she gasped in delight: "Oh, goodness Do I look like that? Are you sure that's not me?" She pointed to the previous page in his journal, a strange little round alien thing with big eyes.

 _Slitheen_. His mind supplied but Smith shook his head, clearing it as he said out loud: Most definitely this page." He nodded at the drawing he'd done of her.

"Do you like it?" He asked her, nervous. "You've made me far too beautiful." She commented and Smith shrugged as he said lightly: "Well, that's how I see you."

He looked at her softly, and she said a little bitterly: "Widows aren't supposed to be beautiful. I think the world would rather we stopped." His eyes saddened a little as she stared down at the page, lost in thought.

"Is that fair?" She asked as she looked at him briefly. She looked down again as she whispered: "That we stop?"

Smith's eyes softened as he said: "That's not fair at all." He stroked her hair softly, and paused. He leant down slowly, but she didn't move away and he pressed his lips to hers. But suddenly the brunette who plagued his dreams popped up into his mind.

He pulled away softly, confused. He said somewhat absently: "I've never, um…" But Joan cut him off as she leaned in this time, and they kissed again. Smith threw out the thoughts of the strange brunette from his head as their kisses became deeper when suddenly the door to his room opened. He pulled away, annoyed.

"Martha, what have I told you about entering unannounced?" He asked sharply and the maid took one look, her eyes going wide, before she ran out in alarm, closing the door behind her.

Martha P.O.V.

Martha leaned against the shut study door, her eyes still wide in horror at what she'd just seen. "That wasn't on the list." She gasped, her heart clenched in pain and then it fell even further as she remembered…

"Oh, God. Lily." She whispered, and then she ran. She ran and ran to the Tardis, and she burst in, running up to the monitor. She replayed the instructions and she watched as the Doctor said: "Four, you two. Don't let me abandon you two. Especially Lily."

Martha sighed as she felt tears prick her eyes. She whispered as she fast forwarded: "That's no good. What about the stuff you didn't tell me? What about women? Oh no, you didn't think of that." She said sarcastically as her heart broke, even when she knew he wasn't hers to lose.

She thought of Lily again. "What in hell am I supposed to do then?" She smacked the play button. "Thank you." She watched the Doctor smile at her and she slammed the console in hurt and anger.

"You had to, didn't you? Had to go and fall in love with a human again. And it wasn't me, again." She stared at the Doctor's smiling face, looking so content. "What am I supposed to do?" She repeated in anguish.

"I can't even ask Lily- how would she take it?" Martha asked despairingly. She bowed her head and simply stood in the Tardis, alone, for a long time.

* * *

3rd Person P.O.V.

Martha was making tea in their servant's quarter when Lily walked in, tired after all the duties of the day. She smiled at Martha as she entered, especially when she saw the tea and a little cake.

Lily's smile faded when Martha looked up at her grimly. Lily asked in alarm: "What's wrong?" Martha debated for a moment before she said: "Nothing."

She smiled and began to prepare the tea. Lily frowned. "Martha, what-?" She began but Jenny suddenly came in.

Lily plastered a smile on her face as Martha said blithely: "There you are. Come and look what I've got. Mr. Poole didn't want his afternoon tea so Cook said I could have it."

She smiled at the other two, and Lily shared it. Martha added, looking at the cake: "And there's enough for three."

Martha glanced up at them curiously. "What are you two standing there for?" She asked, her smile also dropping a little as she glanced at Lily. Jenny suddenly sniffed deeply. Lily frowned while Martha sat down, asking: "Are you all right?"

Jenny walked forward at last, saying: "I must have a cold coming on." Lily followed slowly, but Martha was appeased as she said: "Here we are, nice and warm."

She was handing out their tea when Cook popped her head in. "Sorry, girls, but can I borrow Lily for a second?" "Of course." Lily said immediately, going back to the door, closing it softly behind her.

Martha sighed, and began to pour her woes to Jenny, unsure of what to do. "The problem is, I keep thinking about them, but I don't know what to do." She admitted and Jenny asked: "Thinking about who?"

Martha looked up and explained: "Mr. Smith and Matron. Because it's never going to last. He's going to leave in a few weeks." She turned back to the tea and Jenny asked: "Why?"

Martha tried to explain without straight lying: "It's like his contract comes to an end. And she's going to be heartbroken-"

Jenny interrupted: "Leave for where?" Martha replied vaguely, but she smiled at Jenny to soften the blow: "All sorts of places. I wish I could tell you, Jenny, but… it's complicated. And then there's-" "In what way?" Jenny interrupted again.

Martha sighed. "I just can't." She said firmly, and Jenny said: "It sounds so interesting. Tell me. Tell me now."

Martha frowned and then she realized there was something wrong. She swallowed and quickly said: "Would you like some tea?" Jenny smiled as she answered: "Yes, thanks." Martha paused as she looked at Jenny.

She said, a little breathless with fear: "I could put a nice bit of gravy in the pot. And some mutton. Or sardines and jam. How about that?" She smiled and Jenny replied as she leaned in with a smile: "I like the sound of that."

"Right." Martha smiled, but it was strained now as she confirmed there was something definitely wrong with Jenny. _Jam and sardines in tea?_

"Hold on a tick." Martha said and left the room as though to fetch the stuff. She gripped her hands in fists as she left, grabbing Lily who was returning. Lily opened her mouth in surprise but Martha shushed her silently.

Lily immediately followed her as they snuck across the landing before Martha sprinted down the stairs and out the door. They ran as fast as they could, when suddenly a green gunshot fired at them. They screamed a little but they continued to run.

"What on earth?" Lily gasped as Martha led them to the school and Martha just yelled: "Jenny's possessed, they're here!" "How?" Lily cried as they sprinted up the stairs as fast as they could.

"How should I know!" Martha shouted and she burst into the Doctor's study, breathless and Lily ran after her. She stopped abruptly as she saw the Doctor pulling away from Matron, both dressed for… she remembered the boys chatting about it. _The dance._ She was frozen as Martha said to the Doctor urgently: "They've found us."

"This is ridiculous." Matron muttered while the Doctor said angrily: "Martha, I've warned you-" He cut off, staring at Lily while Martha said urgently: "They've found us, and I've seen them. They look like people, like us, like normal-"

She saw him staring at Lily, and dragged the stunned girl forward. "Here! See, who is she?" Martha demanded. Lily paled while Matron frowned and the Doctor's eyes narrowed.

"Martha-" Lily began but Martha snapped: "Mr. Smith, answer me, who is she?" Matron looked at the Doctor with a confused expression. "John, do you know her?" She asked and Lily's blood ran cold. _John._

She remembered Martha saying she thought the Doctor was falling in love. She was wrong- he was in love, and in a relationship now. "Martha, I think-" Lily began but Martha demanded, shouting at the Doctor: "I know you know her, who is she?"

He finally snapped: "I don't know, I have no idea who this girl is!" Lily's face whitened and Matron was alarmed the girl would faint she looked so pale, so… hurt. Lily didn't notice, her heart feeling like it had been ripped right out and smashed under the Doctor's foot as he stared at her in anger.

"Now, I don't know what you two girls are trying to pull here-" he began but Martha interrupted: "Okay, not working. I'm sorry, but you've got to open the watch."

She looked to the side while Lily took deep breaths, trying to fight the pain. "Where is it?" Martha asked in horror and Lily's head snapped up. "What?" She asked in alarm as Martha began to search the mantelpiece.

"Oh, my God. Where's it gone? Where's the watch?" Martha asked and Lily's eyes widened in horror while the Doctor asked, puzzled: "What are you talking about?"

Martha explained as she searched: "You had a watch. A fob watch. Right there." Lily's heart dropped as the Doctor said: "Did I? I don't remember." Martha began to knit her fingers anxiously as Joan said snobbishly: "I can't see what concern it is of yours."

"Oh, my God." Lily whispered, and Matron and the Doctor glanced at her before their attention was drawn back as Martha said desperately: "But we need it. Oh, my God, Doctor, we're hiding from aliens, and they've got Jenny and they've possessed her or copied her or something," the Doctor's eyes lit up in realization and his mouth parted as he breathed in understanding, "and you've got to tell me, where's the watch?" Martha finished urgently and hopefully.

"Oh, I see." The Doctor breathed. Martha nodded in hope but Lily could see this wasn't the Doctor. Sure enough he said to Matron: "Cultural differences."

He picked up his journal as he said slowly, as though talking to a child: "It must be so confusing for you. Martha, _this_ is what we call a story." He held out his journal and Lily groaned, burying her face in her hands.

Martha looked up at him in anger and hurt as she spat: "Oh you complete-" "Martha don't finish that." Lily urged from behind her hands, and Martha took a deep breath before saying angrily as she pointed at the Doctor: "This is not you. This is 1913."

She snapped but the Doctor just said condescendingly: "Good. This _is_ 1913." Lily groaned again, raising her head and Martha had had enough. She began: "I've sorry. I'm really sorry, but I've got to snap you out of this."

Lily's eyes went huge as Martha slapped the Doctor hard across the face.

"Martha!" Matron gasped in shock as Lily cried: "Oh, my-" but Martha shouted above both of them as she yelled at the Doctor angrily: "Wake up!"

She grabbed the Doctor's arm and began to drag him: "You're coming back to the Tardis with me."

The Doctor said angrily: "How dare, how dare you. I'm not going anywhere with an insane servant." He grabbed her and pushed her towards the door as he snapped: "Martha, you are dismissed. You will leave these premises immediately. Now get out!" He slammed the door after her.

"Martha!" Lily cried and he turned to her. "And you-" He lifted a finger but suddenly lost his voice as he stared at her. He seemed confused but Lily didn't notice. She was furious now.

"How dare you!" She shouted at him and he blinked while Matron gasped: "What is it with these servants?" Lily ignored the woman as she shouted: "Martha's only trying to help you! You don't remember but she's your friend, how could you do that to her!"

The Doctor seemed to shake himself out of his trance and he snapped: "What is it with you servants and trying to order me about? Do I look easy to fool?" He reached to grab her and shove her out too, but Lily wrenched her arm away.

"Don't you dare." She said coldly, looking up at him with dark eyes. "I'll walk out on my own, thanks, but let me tell you this: when you find out we were right, you'd better apologize to Martha. And if you still want to stay here and play house with her-" she gestured at Matron who looked affronted but Lily was beyond caring as she spat, her heart clenched tightly: "Then be my guest! I hate you!"

She then turned and walked out. As soon as she did, she was fighting tears but she didn't regret anything, she told herself. So she pushed it back and ran to find Martha. She ran past a confused looking boy, Tim Latimer if she remembered correctly.

She knew Martha would've gone to the Tardis, but she might not be there anymore. There was only one place where everyone would converge- where the Doctor would be. She hurried over to the village hall, and sure enough she saw Martha run in. She followed.

When she entered, Lily paused as she saw Martha talking with Matron alone. She looked for the Doctor and saw him standing by the punch, getting drinks. She glanced back at Martha and then she saw the Doctor coming over and moved quickly over to help her friend.

She heard the tail end of Martha's conversation: "-the awful thing is it doesn't even matter what you think. Because he's got someone else. So, I just wanted to say sorry for what I'm about to do."

The Doctor groaned as he arrived at the table, saying: "Oh, now really, Martha. This is getting out of hand. I must insist that you leave." Martha stood up as Lily joined her, and Martha held up the sonic screwdriver.

Lily's eyes widened. _Oh, clever Martha._ She thought as Martha asked the Doctor: "Do you know what this is?" He looked down at it and then paused. Martha urged: "Name it. Go on, name it."

Matron asked, exasperated: "John, what is that silly thing?" He looked at her but he looked back at the screwdriver, his brows furrowed and Lily knew he recognized it.

"John?" Matron asked, confused but the Doctor ignored her. "He's not John." Lily said, sighing a little. Matron looked at her confused and hurt as the Doctor slowly reached for the sonic.

Martha smiled a little as she told him: "You're not John Smith. You're called the Doctor."

He looked at her in confusion, his brows furrowed as Martha continued: "The man in your journal, he's real. He's you. Now look," she turned him to Lily again who stiffened.

"Tell me her name." Lily began to shake her head but the Doctor was staring at her. "I-" he began and Lily stared at him, panicking as she prepared herself for heartbreak once more.

Suddenly, a man barged in, carrying an alien gun. Lily's eyes widened in horror as the man shouted: "There will be silence!" Behind him followed Baines, and Jenny… and scarecrows.

"All of you!" People began to whimper and the man shouted: "I said, silence!"

The organizer of the dance stepped forward, demanding: "Mr. Clarke, what's going on?" "No!" Lily screamed but it was too late as Clarke shot the man, vaporizing him. People began to scream in terror, and Martha urged the Doctor quickly: "Mr. Smith?"

Lily turned to see the Doctor shaking in fear. "Everything I told you, just forget it! Don't say anything." Martha ordered and Lily nodded at him firmly. Baines called: "We asked for silence!"

They all went quiet, and Lily and Martha bowed their heads, trying not to draw attention. "Now then, we have a few questions for Mr. Smith." Baines said as his eyes moved to the Doctor.

He was confused, when suddenly a little girl stood up from the corner of the room, saying: "No, better than that. The teacher. He's the Doctor. I heard them talking." Lily's eyes narrowed even as her face paled.

"You took human form." Baines asked, amused and somewhat impressed and the Doctor snapped: "Of course I'm human. I was born human, as were you, Baines. And Jenny, and you, Mr. Clark. What is going on? This is madness." He cried.

Lily's face whitened as Baines mocked: "Ooo, and a human brain, too. Simple, thick and dull."

Jenny whispered: "But he's no good like this." "We need a Time Lord." Clark added as they all stared at the Doctor. Baines smirked as he replied: "Easily done."

He stepped forward and then raised his gun at the Doctor who flinched while the crowd gasped in horror. "Change back." He ordered and Lily suppressed the urge to roll her eyes. _Really?_

"I don't know what you're talking about." The Doctor whispered, and Baines shouted: "Change back!"

The Doctor cried: "I-I literally do not know!" Jenny suddenly grabbed Martha. Martha screamed: "Ah! Get off me!" "Martha!" Lily screamed as she went forward but she stopped in horror when Jenny lifted a gun to Martha's head.

Jenny sneered: "She's your friend, isn't she? Doesn't this scare you enough to change back?" "I don't know what you mean!" The Doctor cried desperately. Suddenly Jenny's face went thoughtful as she said: "Wait a minute. The maid told me about Smith and the Matron."

Her eyes moved to Matron and she ordered: "That woman, there." The Doctor looked alarmed as Clarke shouted: "Then let's have you." He grabbed Matron and put his gun to her head while the Doctor looked on in alarm.

Baines leered: "Have you enjoyed it, Doctor, being human? Has it taught you wonderful things?" The Doctor looked desperate while Lily watched in fear. "Are you better, richer, wiser? Then let's see you answer this. Which one of them do you want us to kill?"

Martha rolled her eyes while the Doctor's face contorted and Lily glared. Baines continued: "Maid or matron? Your friend or your lover? Your choice."


	65. 24-1 Family of Blood

Lily curled her hand in fury while Jenny crowed: "Make your decision, Mr. Smith."

Baines added: "Perhaps if that human heart breaks, the Time Lord will emerge." Lily's eyes narrowed as she watched Clarke's gun inch closer to Matron's head. Suddenly all of the Family turned their head.

"It's him!" Baines hissed as Martha shoved Jenny. Lily darted forward and shoved Clarke, grabbing his gun and pushing him away from Matron. Matron ran to the Doctor as Lily wrestled with Clarke before emerging victorious. She clutched the gun to Clarke's head as Martha turned Jenny's gun on Baines, holding Jenny in front of her as a shield.

"Alright! One more move and I shoot." Martha warned. Martha glanced at her briefly and Lily nodded grimly. Baines snarled: "Oh, the maids are full of fire."

Lily cocked the gun closer to Clarke as she snapped: "Watch your mouth!" "And you can shut up!" Martha snarled at the same time.

She fired a shot into the ceiling and Clarke warned as Lily gripped the gun closer to him: "Careful, Son of Mine. This is all for you so that you can live forever." "I'd watch my mouth if I were you." Lily snapped at him.

Baines snarled at Martha: "Shoot you down."

He lifted his gun to Martha and Martha smirked: "Try it. We'll die together, and my friend still has a gun against your family." Baines hesitated. The Family glanced at the Doctor, and Baines' eye twitched before he lowered his gun.

Martha ordered as Lily backed up towards Martha, dragging Clarke with her: "Doctor, get everyone out. There's a door at the side. It's over there. Go on." Lily groaned at the Doctor's indecision.

"Do it, Mr. Smith. She means _you_." Lily snapped and Matron urged the Doctor: "Do what she said. Everybody out, now." She began to herd everyone out while the Doctor hesitated, looking at the back of Lily's head.

Matron was saying: "Don't argue, Mr. Jackson. They're mad. That's all we need to know. Susan, Miss Cooper, outside, all of you." The Doctor finally moved, herding everyone out as the villagers ran out, screaming. He saw the boy Latimer and went to him, urging: "Move yourself, boy. Back to the school, quickly."

Martha called sharply: "And you. Go on. Just shift." She told the Doctor while Lily's grip tightened on her gun.

"What about you two?" He asked, and Lily's jaw clenched. Martha's face set as she said darkly: "Mr. Smith, I think you should escort your lady friend to safety, don't you?"

Lily's face set impassively, as did Martha's. The Doctor hesitated behind them before he took Matron and left. As soon as they were sure he was outside and safe, the girls threw their hostages back at the Family, both girls cocking their guns at Baines, threateningly.

"Don't try anything. I'm warning you, or Sonny boy gets it." Martha snapped and Baines chuckled as he said: "She's almost brave, this one." His eyes slid over to Lily who tightened her grip on the gun.

"Both of them." He murmured as they began to walk towards the girls. Jenny added thoughtfully: "I should have taken one of their forms." "Much more fun." Jenny continued as Lily and Martha were backing away from the Family. "So much spirit."

Martha demanded: "What happened to Jenny? Is she gone?" "She is consumed. Her body's mine." Jenny replied. Lily breathed sharply as Martha said flatly: "You mean she's dead."

Jenny admitted mockingly: "Yes. And she went with precious little dignity. All that screaming." She taunted and Lily suddenly realized what the Family was doing.

"Martha!" She called in a sharp warning but the scarecrow had grabbed her. Lily turned her gun at the thing as Baines ordered: "Get the gun!" Lily fired a shot at the Family, causing them to flinch back a few steps as the scarecrow grabbed Martha's gun from her.

It turned to her and she whacked it with the gun, but it grabbed it. Martha kicked the scarecrow, forcing it back and the gun was torn from Lily's hand. Both girls abandoned it, running out the door as Baines said: "Good work, soldier."

The girls raced out the hall and saw the Doctor and Matron still standing there. "Don't just stand there, move!" Martha shouted while Lily snapped: "God, you're rubbish as a human. Come on!"

She shoved past them and they ran for the school, Lily leading with Martha while the Doctor grabbed Matron and ran behind them. The Doctor let go of Matron as they reached the school, pushing past all of them to reach the main doors first. He ushered them all in before he heaved the doors shut. They hurried inside and the Doctor grabbed the school bell, ringing it loudly. Lily and Martha looked at him in alarm.

"What are you doing?" Martha cried while Lily tried to wrench the bell from him. He pulled his arm away as he snapped while still ringing the bell: "Maybe one man can't fight them, but this school teaches us to stand together. Take arms! Take arms!" He shouted as they heard the boys making ready and coming to see what the noise was about.

Lily gasped while Martha shouted: "You can't do that!"

They watched the boys coming out and down, starting to prepare and the Doctor snapped at Martha: "You want me to fight, don't you? Take arms! Take arms!" "They're just boys!" Lily screamed in despair. He glanced at her but Hutchinson arrived down the stairs and asked: "I say sir, what's the matter?"

The Doctor turned to him as he said: "Enemy at the door, Hutchinson. Enemy at the door." The boy nodded and ran off while the Doctor continued to shout: "Take arms!"

Martha and Lily watched helplessly, not knowing what to do. The Doctor had told them to try stop him from hurting anyone and Lily despaired as she saw the proof that he was always right: 'You know what humans are like.' He'd said.

They'd watched the boys preparing, handing out guns and getting ready to fight. Martha had gone to try to persuade the Doctor again but Lily ran off, looking for that watch. She was searching the Doctor's study desperately as the boys outside prepared for the battle. Lily was soon joined by Martha, and then of all people, Matron.

The two girls were searching as Matron stood by, and eventually Martha began: "I know it sounds mad, but when the Doctor became human, he took the alien part of himself and he stored it inside the watch. It's not really a watch, it just looks like a watch."

Matron said calmly: "And 'alien' means 'not from abroad', I take it." Martha gave up searching for the moment, turning to Matron as she said: "The man you call John Smith, he was born on another world."

Lily was beginning to tense, not liking this at all while Matron said: "A different species." "Yeah." Martha replied. Matron took a deep breath and then asked abruptly: "Then tell me. In this fairy tale… who are you two?"

Lily stopped moving as well. She turned to look at Matron. Martha glanced at Lily quickly before she said: "Just a friend. I'm not-" She broke off and said quietly: "I mean, I'm not your rival though you might somewhat be mine. Just his friend."

Matron glanced at Lily who just muttered: "I'm the same." "No, you're not." Martha muttered under her breath. Lily didn't hear but Matron did and her eyes narrowed. "Excuse me?" Matron asked and Lily looked over in surprise.

Martha glared at the older woman as she said defiantly: "Not my place to say." Matron raised a brow at her as she scoffed: "So you do have a sense of propriety then?" "What are you accusing us of?" Lily demanded as her eyes narrowed dangerously.

Martha leveled a look at Matron who moved on as she asked: "And human, I take it?" She looked at the girls pointedly. Lily rolled her eyes in disgust while Martha replied: "Human. Don't worry. And more than that, I just don't follow him around. I'm training to be a doctor. Not an alien doctor, a proper doctor. A doctor of medicine."

She clarified and Matron scoffed: "Well that certainly is nonsense. Women might train to be doctors, but hardly a skivvy and hardly one of your colour."

Lily glared at her as she snapped: "Are you always this rude? Maybe you two will get along." Matron glared at the girl and Martha cut in: "Lily, don't."

She turned to Matron and recited as she held up her hand: "Bones of the hand. Carpal bones, proximal row. Scaphoid," she pointed out each part correctly while Matron's face fell, "lunate, triquetal, pisiform. Distal row. Trapezium, trapezoid, capitate, hamate. Then the metacarpal bones extending in three distinct phalanges. Proximal, middle, distal."

Lily beamed at her friend while Matron said somewhat defeated: "You read that in a book."

Martha scoffed mockingly: "Yes, to pass my exams." Matron was looking down, utterly insecure. Martha asked softly: "Can't you see this is true?"

Matron scoffed at last as she said: "I must go." Lily stepped before her as she said levelly: "You'll save more lives if we can find that watch on time." "If we find that watch, then we can stop them." Martha added.

Matron said stiffly, glaring a little at Lily: "Those boys are going to fight. I might not be a doctor," she turned to Martha as her brows knit and she said firmly: "but I'm still their nurse. They need me."

She walked out and Lily asked: "Why is she jealous? It would move so much faster if she could just accept-" "Because she loves him." Martha interrupted. "Because she has him and is afraid to lose him."

Lily looked at her oddly. "We'd give him up for the better good." She pointed out, and Martha nodded as she said grimly: "And she might just yet, but she's too afraid right now."

Martha grinned at Lily as she said softly: "You might be strong enough to let him go at once, but she might not." Lily's brows furrowed. "And you wouldn't?" She asked and Martha simply turned away, Lily continuing to frown at her back.

* * *

Doctor/Smith P.O.V.

He urged two boys up ahead of him as he walked into a room: "You're with Armitage and Thwaites. They know the drill." He paused beside Matron, who'd changed into her nurse's outfit.

"Joan, it's not safe." He murmured and she replied: "I'm doing my duty, just as much as you."

They stood there and she said softly: "Fine evening we've had together." "Not quite as planned." Smith murmured as he smiled. Joan asked him suddenly: "Tell me about Nottingham."

Smith frowned at that, and he asked: "Sorry?" "That's where you were brought up." She repeated. "Tell me about it.

He paused as he watched her bend over her work. He began: "Well, it lies on the River Leen, its southern boundary following the course of the River Trent which flows from Stoke to the Humber."

Joan chuckled a little as she said: "That sounds like an encyclopaedia. Where did you live?" Smith paused again before he said: "Broadmoor Street. Adjacent to Hotley Terrace in the district of Radford Parade."

Joan stood and looked at him as she said: "But more that facts. When you were a child, where did you play?" Smith suddenly felt lost, not knowing the answers to her questions and he panicked internally. "All those secret little places, the dens and hideaways that only a child knows? Tell me, John."

He stared at her as she pleaded: "Please tell me."

His eyes narrowed and he demanded: "How can you think that I'm not real?" She averted her gaze and he leaned in, asking softly: "When I kissed you, was that a lie?"

She shook her head, saying: "No, it wasn't. No." He withdrew as he murmured: "But this Doctor sounds like some… some… romantic lost prince." She looked at him and he demanded: "Would you rather that? Am I not enough?"

She shook her head, sighing as she said: "No, that's not true. Never. But…" She paused and looked at him directly. "The girl. Lily."

He stiffened immediately and Matron noticed it sadly. "She means something to you, doesn't she?" She whispered and Smith didn't know what to say. He was sure he loved Joan but whenever he thought of that girl… _'I hate you!'_ His heart clenched painfully.

"I've got to go." He evaded and Matron hung her head. She called after him as he went: "Martha was right about one thing, though. Those boys, they're children. John Smith wouldn't want them to fight, never mind the Doctor."

He slowly approached her as she continued: "The John Smith I was getting to know… he knows it's wrong, doesn't he?" Smith was at a loss. "Mr. Smith, if you please!" The headmaster shouted for him and Smith sighed as he said: "What choice do I have?"

He leaned in to kiss her and Matron closed her eyes when- _I hate you!_ He jerked back in surprise. Matron opened her eyes to see his face looking shocked, bewildered and pained. Her heart fell as his eyes stared past her into space.

He suddenly roused himself and murmured: "I've got to go." Smith left in a hurry, unsure why those words had played in his mind, and why they hurt him so much. His mind was so preoccupied that he didn't even realize until he was outside that he'd left Joan hanging.

* * *

Lily P.O.V.

Martha gave a frustrated scream and threw papers in the air. Lily glanced at her as the girl ran out, and Lily sighed. She knew the watch wasn't here, they'd both searched for hours. She followed Martha out, and they ran down the corridors. _Where could it be?_ Lily thought in despair.

Lily gasped as they heard the sound of guns. She ran out the school, away from Martha who had headed to join Matron by the window. She watched in horror at the doorway, as the boys shot at the scarecrows, sending them to the ground, but she felt a spark of hope at seeing the Doctor lower his own gun, unable to shoot as he stared around him in despair.

"Cease fire!" The headmaster called as Lily reached them. Matron glanced at her in surprise while the headmaster walked over to the fallen scarecrows. He chuckled a little as he said in disbelief: "Just straw. Like he said, straw!"

Hutchinson turned to the Doctor as he asked: "Then no one's dead, sir? We killed no one?" Suddenly there were footsteps on the gravel. And the headmaster ran back to them as he called sharply: "Stand to!"

The boys all cocked their guns but they all became bewildered as a little girl with a red balloon walked into the yard. Lily gasped as she recognized her as the girl from the village hall. The headmaster said: "It's the Cartwright girl, isn't it? Come here. Come to me."

"No!" Lily said sharply. The headmaster turned to look at her in disbelief while the little girl's eyes narrowed at her. "Mr. Rocastle!" Martha's voice shouted and he turned to her as Martha ran up. "Please, don't go near her."

Matron had followed her out while the headmaster snapped: "You were told to be quiet. And you," he glared at Lily, "should also learn to hold your tongue."

Martha begged: "Just listen to me. She's part of it. Matron, tell him." She urged and Matron stuttered: "I think that. I don't know. I think you should stay back, Headmaster."

"Mr. Smith." Martha begged and the Doctor also stuttered out: "She was, she was with, with Baines in the village." The headmaster turned to him as he said in exasperation: "Mr. Smith, I've seen many strange sights this night, but there is no cause on God's Earth that would allow me to see this child in the field of battle, sir."

He turned back to the little girl. "Come with me." He encouraged. "You're funny." She smiled and the headmaster nodded as he encouraged: "That's right. Now take my hand."

Lily said desperately: "Please, get away from her. You've seen straw come to life, please, just believe us and get away before you're killed!" He glared at her as he snapped: "Hold your tongue woman!"

The little girl smiled as she repeated: "So funny." She produced one of the ray guns.

"No!" Lily screamed, and she took a step forward but Martha reached out and grabbed her back again as the little girl shot and vaporized the headmaster. The rest all stared in shock and horror while Lily cried out: "You didn't have to kill him!"

The Doctor glanced at her, the phrase niggling in the back of his head. The little simply turned back to them as she asked confidently: "Now who's going to shoot me. Any of you, really?" She taunted and the Doctor swallowed before he ordered: "Put down your guns."

Hutchinson protested in fear: "But sir, the Headmaster." The Doctor lowered his gun as he stated firmly: "I'll not see this happen. Not anymore."

Lily's heart swelled with pride as the man she loved showed just a glimpse of himself in that moment. The Doctor ordered: "You will retreat in an orderly fashion back through the school. Hutchinson, lead the way."

Lily's eyes widened as a figure appeared behind the scarecrows.

"But, sir…" Hutchinson began but the Doctor interrupted sharply: "I said, lead the way." Baines stepped inside, raising his gun to point into the air.

He sneered: "Well, go on, then. Run!" He shouted mockingly as he shot into the air and the cry rang out: "Soldiers!"

Martha screamed: "Come on!" They all began to run as Baines shouted: "Reanimate!" Lily glanced back to see the little girl smiled as the scarecrows came back to life.

The boys all ran through the building, the scarecrows following and chasing them as the boys all scattered about the buildings, trying to fall into their retreat pattern. The adults reached the stable block first, and the Doctor ordered the boys as they rushed past: "Let's go. Quick as you can."

"Not the village!" Lily yelled and Martha cried out in alarm: "Don't go to the village. It's not safe." As the last of the boys that had made it so far ran out, the Doctor called: "And you, ladies!"

Matron said firmly: "Not till we've got the boys out." She turned back into the school with Lily and Martha, and the Doctor shut the stable doors firmly behind the boys. He turned to them immediately, opening his mouth but suddenly there were more boys running through, Hutchinson included.

He let them out and watched them leave safely before he returned to the stables and said to the three women in exasperation: "Now, I insist. The three of you, just go. If there are any more boys inside, I'll find them."

He opened the door to reveal more scarecrows. "Doctor!" Lily called sharply, and he slammed the door shut again, locking it for safe measure.

"I think, retreat!" He said urgently, and they all ran. Lily paused for a moment as she looked back at the school saying: "Wait, Tim Latimer, I didn't see him leave!"

The Doctor grabbed her hand and cried as he pulled her behind him: "You won't be any use dead!" She looked at him in shock, and then at their connected hands. The way he was right now… it was like having the Doctor back again. They ran through the school grounds, and then ducked in the bushes as they heard Clarke shouting in a sing-song voice: "Doctor!"

They peeked out of the bushes to see Clarke standing outside the school as he continued to taunt… with the Tardis behind him. "Oh, no." Lily whispered as she clutched his hand tightly.

Martha and Matron peered out too, and they both placed their hands on his arms in comfort- Martha because she felt as Lily felt, Matron because she knew he was distressed for some reason about the blue box. Matron noted however, to her displeasure, that he was clutching Lily's hand and he didn't seem to mind or notice… as though it was natural to him.

Clarke continued to sing: "Come back, Doctor. Come home. Come and claim your prize." Baines and Jenny joined him and Baines called: "Out you come, Doctor. There's a good boy. Come to the Family." Jenny added: "Time to end it now." The Family continued to taunt as the four in the bushes whispered amongst each other.

"You recognize it, don't you?" Martha asked and the Doctor protested: "I've never seen it in my life." But his eyes betrayed him as he stared in horror at the Tardis, unable to tear his eyes away. Martha pleaded: "Do you remember its name?"

He looked at her, brows furrowing and Matron leaned in to say sadly: "I'm sorry, John," he looked at her, "but you wrote about it. The blue box. You dreamt of a blue box."

"I'm not…" the Doctor protested and then he said with his voice breaking, "I'm John Smith. That's all I want to be. John Smith, with his life… and his job," he looked at Matron despairingly while Lily's heart broke a little, "and his love. Why can't I be John Smith? Isn't he a good man?" He begged.

Matron soothed him sadly: "Yes. Yes, he is." "Why can't I stay?" He begged and while Lily dropped his hand like a hot potato. He looked down at it in surprise as Martha whispered: "But we need the Doctor."

He was still staring at his hand and then Lily's hand, his eyes becoming wild as he murmured: "What am I, then? Nothing? I'm just a story?" He ran away. Matron followed while Martha held back tears.

Martha got up to follow, but paused when she saw Lily staring at the ground. "Lily." She said softly and Lily raised her head. Martha's heart broke to see her friend's face. It looked as though someone had written her a death warrant. She hugged her friend as Lily whispered: "How are you bearing it so well?"

Martha paused and then whispered back: "Because I know he's not mine."

Lily shook her head as she murmured: "Does that mean I'm weak?" Martha sighed as she pulled back and said firmly: "No. It's because… well, my heart broke before because I saw him in love right before me. That hasn't been for you, not while you loved him as much as you do now." Lily frowned.

She said slowly: "I'll agree that it was only after Rose that I really fell in love with the Doctor… but…Martha, when did you see him fall in love with someone before?"

Martha hesitated before she said softly: "I'll tell you later… not now, but… soon." With that, she walked on and Lily was forced to follow.


	66. 24-2 True Love?

They caught up to the Doctor and Matron, following in silence as they walked quickly down a country lane. Matron suddenly piped up: "This way."

They all paused to stare at her as she said firmly: "I think I know somewhere we can hide."

"We've got to keep going." The Doctor said sharply and Matron replied just as sharply: "Just listen to me for once, John. Now, follow me."

She walked off. Martha glanced back at the Doctor before she followed while Lily just went after them silently. She didn't know what to make of Martha's words but, true or not, she didn't want to see John Smith. She'd had enough heartbreak for a lifetime.

The Doctor followed behind them, last but he couldn't stop himself from staring after Lily as they all ran. Matron led them to a cottage where they all slowed down, panting for breath. Lily glanced at the cottage, which appeared to be abandoned.

"Oh, here we are." Matron huffed as they arrived. She held her sides as she said: "It should be empty. Oh, it's a long time since I've run that far."

Lily's lips quirked a little at that while Martha asked confused: "But who lives here?"

"If I'm right, no one." Matron replied. She walked inside and they all followed, the Doctor trailing a little behind. As Matron opened the door, she asked: "Hello?"

There was no response and as Lily looked around the dark house, she saw that the table was laid out for tea. Evidently, the owners had left without having it or having the time to clear it away. Matron said with satisfaction: "No one home. We should be safe here."

The Doctor closed the door behind them as Martha asked puzzled: "Whose house is it, though?"

Matron hesitated before she admitted: "Er, the Cartwrights. That little girl at the school, she's Lucy Cartwright, or she's taken Lucy Cartwright's form. If she came home this afternoon and if the parents tried to stop their little girl, then they were vanished."

Lily had to admit she was impressed with the woman's ability to now calmly accept what was happening. She thought she could see why Smith liked her, and the thought made her sigh. Matron touched the teapot and murmured: "Stone cold."

She stepped back as she mused: "How easily I accept these ideas."

The Doctor walked around dejectedly and they all stood for a moment silently as he sat down on a chair, staring into space sadly. He suddenly blurted out: "I must go to them, before anyone else dies."

Matron said firmly: "You can't."

"They won't stop just because they have you." Lily added grimly. "They're born killers and if they get you, they get an enormous power. Nothing in the universe will be able to stop them."

The Doctor's eyes filled with tears. Matron paused before she asked somewhat sharply: "Martha, there must be something we can do."

Martha shrugged helplessly as she said: "Not without the watch."

The Doctor suddenly sat up sharply as he snapped: "You're this Doctor's companion. Can't you help?" Lily glared at him as Martha's arms unfolded and she bowed her head. "What exactly do you do for him? Why does he need you?"

"Leave her alone!" Lily snapped and he turned on her.

"And you, what's your role in this?" He demanded. "I dreamt about you, all right, and you were also this Doctor's companion. So what does he need you for?"

Lily's face hardened as the blow hit low. Martha pulled the fragile girl into her arms as she spat: "Don't take this out on her!"

"Because he's lonely." Lily said quietly, and Martha looked down at the girl pityingly.

The Doctor's face fell as he said tearfully: "And that's what you want me to become." Lily's body tensed and she looked at him with flat eyes.

"Not if you don't want to." She suddenly said and the others stared at her.

"Lily-" Martha said with wide eyes but they were interrupted as there was a knock on the door.

They all looked at it, Martha and Lily whipping around to stare at the door. Matron asked in a low voice: "What if it's them?"

"Too polite." Lily murmured as she moved to the door, Martha behind her as the latter added: "I'm not an expert, but I don't think scarecrows knock."

Lily opened the door carefully and she and Martha saw Tim Latimer standing before them.

"I brought you this." He said urgently, holding out his hand. Martha and Lily glanced down to see the fob watch.

"Oh, Tim, I could kiss you." Lily breathed. At the very least, the Family hadn't gotten their hands on it yet.

Tim looked a little sheepish as Martha took the watch, murmuring: "Thanks."

She took it inside while Lily ushered Tim in, and Martha held it up. The Doctor shot up, standing as far away as he could while Lily and Tim stood back, behind Martha.

"Hold it." Martha urged as she held the watch up higher for him and the Doctor said, his eyes filled with fear: "I won't."

"Please, just hold it." Martha begged.

Tim added: "It told me to find you. It wants to be held."

Matron asked confused: "You've had this watch all this time? Why didn't you return it?"

"Because it was waiting." Tim answered. He looked at the Doctor and Lily was surprised to hear what he said next: "Then, because I was so scared… of the Doctor."

Matron frowned as he asked: "Why?"

Martha lowered her hand, holding the watch in both hands and bowing her head as she looked down at it. Lily's eyes softened while the Doctor's filled with pain as Tim explained: "Because… I've seen him."

He stepped forwards slowly, approaching the Doctor as he said: "He's… like fire and ice and rage. He's like the night and the storm in the heart of the sun."

"Stop it." The Doctor bit out but Tim continued: "He's ancient and forever. He burns at the centre of time and he can see the turn of the universe."

The Doctor said sharply, his voice breaking: "Stop it! I said stop it."

But Tim wasn't finished. He added hesitantly: "And… he's wonderful."

Martha smiled a little at that while Lily bowed her head. The Doctor looked shocked, his breathing becoming heavier as he stared the boy down, his eyes filled with despair. Matron glanced down, murmuring: "I've still got this."

She pulled a book out of her dress as she explained: "The journal."

The Doctor looked at it and he said sharply: "Those are just stories."

"Now we know that's not true." Matron said softly. "Perhaps there's something in here."

There was a loud bang as a light shone in from outside and the cottage shook.

"What the hell?" Martha asked as they all moved to the windows to look. Lily's eyes widened as she saw fireballs raining down on earth, just a little way away, hitting the village like bombs.

"They're destroying the village." Matron said in horror.

The Doctor suddenly turned around as he murmured distractedly: "The watch."

Matron begged quietly: "John, don't."

But the Doctor had grasped the watch in his hands, looking down at it and he seemed mesmerized by something… and then Lily heard the Doctor's voice whispering from the watch: "Closer."

Tim asked intently: "Can you hear it?"

"Closer." The voice whispered and the Doctor murmured: "I think he's asleep. Waiting to awaken."

"Waken me, little man." The voice whispered.

Lily leant into the voice a little- it was the sound of her Doctor, and she desperately wanted him back. Tim asked in confusion: "Why did he speak to me?"

The Doctor said in his usual voice: "Oh, low level telepathic field." Martha smiled while Lily's eyes widened in hope as she heard her Doctor say: "You were born with it. Just an extra synaptic engram causing-"

The man gasped a little, inhaling sharply. Matron's face had changed and she looked despairingly at the man as he asked in a broken, shaking voice: "Is that how he talks?"

Lily nodded sadly while Martha said softly and wonderingly: "That's him. All you have to do is open it and he's back."

Matron began to frown and another bomb-like flame hit the village behind them. The Doctor glanced at Matron before saying to Martha, his voice breaking a little in anger: "You knew this all along and yet you watched while Nurse Redfern and I-"

Martha cried: "I didn't know how to stop you. He gave me a list of things to watch out, for but that wasn't included."

Matron had opened the journal and was flipping through it as the Doctor looked at Martha incredulously. He said in disbelief: "Falling in love? That didn't even occur to him?"

Lily took a sharp intake of breath, the blow hitting her and making her flinch at the pain. He glanced at her, his expression turning confused while Martha whispered: "No."

The Doctor cried: "Then what sort of man is that? And now you expect me to die?"

His anguished face was lit up as another flame hit the village and Martha cried: "It was always going to end, though!"

Tim touched Lily's arm in concern as the girl's head bowed low, unable to look at the man before them.

Martha continued desperately: "The Doctor said the Family's got a limited lifespan, and that's why they need to consume a Time Lord." Matron was reading the journal, her face twisting in pain. "Otherwise, three months and they die. Like mayflies, he said."

"So your job was to execute me." The Doctor accused and he shot a glare at Lily as well. Except his look faded immediately as he saw the girl's lowered head, Tim touching her shoulders gently in comfort.

Martha interrupted as she explained sadly: "People are dying out there. They need him and I need him." She admitted.

"Because you've got no idea of what he's like. I've only just met him." Martha began to sound a little hysterical as the Doctor stared at her, face scrunched in pain. "It wasn't even that long ago. But he is _everything_." Martha finally admitted to the man: "He's just everything to me and he doesn't even look at me, but I don't care, because I love him to bits."

Lily raised her head at that. "And I hope to God he won't remember me saying this." Martha muttered and Lily couldn't help a watery smile.

An explosion went off, louder than before and Tim said urgently as he and Lily stared out the window: "It's getting closer."

The Doctor said abruptly: "I should have thought of it before. I can give them this. Just the watch."

Martha's face fell while Lily's became horrified.

"Then they can leave and I can stay as I am." He said excitedly.

"No!" Lily said sharply as Martha shouted: "You can't do that!"

The Doctor said desperately: "If they want the Doctor, they can have him."

Martha snapped: "He'll never let you do it."

"Please, listen, Doc-" Lily broke off as the Doctor flinched as though she'd physically stabbed him. And even though he'd done that so many times to her tonight, she corrected softly: "Mr. Smith."

He started and he stared at her as she said quietly: "Trust me. If you do that, nothing changes. They won't let you go, they'll kill you, Matron, everyone on this planet, in this universe and the next."

He looked at her brokenly as he whispered desperately: "If they get what they want, then, then-"

"Then it all ends in destruction." Matron cut in sadly. He looked at her in despair as Matron said, indicating the journal: "I never read to the end, but those creatures would live forever to breed and conquer, for war across the stars for every child."

The Doctor begged, turning angrily to Martha: "Why did you do this? Why couldn't you have left me in peace!"

Martha said angrily: "The world's going to be destroyed, what did you expect me to do? "

"No," he snapped, "it was because you were jealous wasn't it? I fell in love and you'd rather have your Doctor because even if he didn't love you, he wouldn't be with someone else!"

And Martha finally blurted out in her fit of anger: "He loves Lily!"

There was a dead silence. Lily stared at Martha, as did the Doctor while Matron and Tim stared at Lily.

"What?" The Doctor whispered and Martha threw a guilty look at Lily.

She turned back to the Doctor as she said softly: "I never told her about what I knew… You asked me why he never thought he'd fall in love- it was because he loved Lily"

The Doctor was blinking rapidly while Lily said, shaking her head: "Martha, stop, what are you saying-"

"The truth!" Martha cried angrily and Lily stared at her.

Martha turned back sharply to the Doctor as she cried: "Tell her! You remembered her, I know you did, and you're going to admit that even as you felt something for Matron, you couldn't forget her."

Matron's face had fallen while Lily desperately begged Martha to stop.

"I-" the Doctor stuttered and Martha screamed at him: "Tell her!"

"What does it matter if I remembered her?" He shouted back, before he clasped his hand over his mouth in horror.

There was another silence as Lily's eyes widened in shock. She didn't know what to do, her nerves were shot at this point and she didn't even know what to believe anymore. Matron stepped forward slowly as the Doctor turned pleading eyes to her.

"Joan, I-" He began but she cut him off as she said, hurt but understanding: "I knew."

They all stared at her and the Doctor's voice cracked as he asked: "What?"

Matron sighed as she repeated: "I knew."

She never took her eyes off him as she listed: "You did remember her, I could see it when we met her in your study the first time. And then, right before the boys went to battle, you were about to kiss me-" the Doctor started but Matron finished: "but you pulled away in shock… and horror. I know it was because a part of you remembered her and couldn't betray her."

Martha looked surprised, Lily was just looking absolutely overwhelmed while the Doctor looked hurt but guilty, because he knew her words to be true. Matron took a deep breath before she finished softly: "And you grabbed her hand when we ran away earlier, holding onto it like it was the most natural thing to do.

"Even now," Matron nodded at the pale brunette who looked ready to pass out, "you can't hurt her intentionally, can't stand to see her in pain… and can't keep your eyes away from her for more than a minute."

There was silence.

"I…I…" the Doctor stuttered, his eyes filling with tears and Matron asked in a controlled voice: "Martha, Timothy…Lily. Would you leave us alone, please?"

Martha and Tim walked out, Lily pausing to look at Matron. They exchanged looks, Lily apologetic, and Matron nodded understandingly. Lily left quickly, not looking at the Doctor as he glanced at her and then looked at Matron. He began to sob and she hugged him tightly.

The rest waited outside, and Martha hugged Tim as they waited, the bombing noises coming ever closer. Lily meanwhile was extremely pale. She was absorbing everything that had happened in the last few hours, and it was too much. But she grit her teeth- she just had to make it until this whole mess was over. And then she'd ask the universe what the hell was going on.

* * *

Doctor/Smith P.O.V.

He held the watch in his hand contemplatively and Joan whispered: "If I could do this instead of you, then I would."

He looked down at the watch sadly but his attention was caught when she whispered: "I'd hoped. But my hopes aren't important." He looked up at her.

"He won't love you." He said, his voice thick with tears but she simply replied: "If he's not you, then I don't want him to. I had one husband, and he died. I never thought, ever again."

She tried to smile, as his face broke even further. She continued: "And then you were so-"

He asked desperately: "And it was real, wasn't it?" She couldn't answer and he whispered: "I really thought…"

She sighed as she whispered: "But even then, Lily was always there."

He bowed his head as Joan took the watch saying: "Let me see. Blasted thing." She murmured as she played with it. "Blasted, blasted thing. Can't even hear it. It says nothing to me."

He placed his hand over hers and the watch, and suddenly both were drawn into a vision of what would've been their future together:

 _John Smith and Joan were getting married and they kissed as the bells rang._

 _He held his new-born child, Joan cooing softly at it as it cried its first cry._

 _They walked down the country path, happy as they watched their two children run ahead, their laughter ringing in the air._

 _John Smith, old and wrinkled as he held his wife's hand and asked: "They're all safe, aren't they? The children, the grandchildren? Everyone's safe?" And she replied softly: "Everyone's safe, and they all send their love, John." He sighed as he murmured: "Well, it's time. Thank you." And he closed his, dying in peace of old age._

They were pulled out and he asked Joan: "Did you see?"

She said sadly. "The Time Lord has such adventures, but he could never have a life like that." She murmured.

Smith whispered brokenly: "And yet _I_ could."

Another flame erupted, closer now than ever before. He clenched the watch and Joan asked him quietly: "What are you going to do?"

* * *

He snuck down the stairs, but he sent a tool flying, causing a pinging noise.

The Family all turned to him as he said: "Just-"

There was a boom that rocked the ship and he lurched against a column of switches. He begged desperately: "Just stop the bombardment. That's all I'm asking. I'll do anything you want, just, just stop."

"Say please." Baines sneered and the man looked at them, frightened as he said: "Please."

Jenny pulled a control and she said: "Wait a minute."

She sniffed deeply and purred: "Still human."

The man stuttered desperately: "Now I can't, I can't pretend to understand, not for a second, but I want you to know I'm innocent in all this. He made me John Smith. It's not like I had any control over it." He stumbled over a bit, his hand hitting more buttons.

Jenny scoffed: "He didn't just make himself human. He made himself an idiot."

"Same thing, isn't it?" Baines retorted.

The man said angrily: "I don't care about this Doctor and your family. I just want you to go. So I've made my choice."

He held out the watch in his hand as he begged the Family: "You can have him. Just take it, please! Take him away."

Baines's eyes grew wide and he stepped forward, murmuring: "At last."

He took the watch carefully and the whole Family watched in anticipation. Baines then whirled and grabbed the Doctor by his lapels as he snapped: "Don't think that saved your life."

Baines shoved the other man away, and he fell onto the wall, hitting more buttons as he groaned in pain.

Baines purred: "Family of Mine, now we shall have the lives of a Time Lord."

He opened the watch and the whole Family sniffed deeply, before looking confused. Baines snarled as he snapped the watch shut furiously: "It's empty!"

The Family all glared at the man whimpering against the wall as he stuttered in a breaking voice: "W-Where's he gone?"

"You tell me." Baines snapped, throwing the watch and the Doctor caught it without looking.

He said in his normal light voice as he got up: "Oh, I think the explanation might be you've been fooled by a simple olfactory misdirection. Little bit like ventriloquism of the nose."

The Family stood stiff, still not understanding.

The Doctor continued: "It's an elementary trick in certain parts of the galaxy. But it has got to be said," he placed his glasses on as he leant on a part of the spaceship, saying as he examined it: "I don't like the looks of that hydroconometer. It seems to be indicating you've got energy feedback all the way through the retrostabilisers feeding _back_ ," he tapped the machine in question as he said: "into the primary heat converters."

"Oh." He added as he finally explained in a dark voice to the impatient Family: "Because if there's one thing you shouldn't have done, you shouldn't have let me press all those buttons."

His voice lightened as he called while he turned away and walked off: "But, in fairness, I will give you one word of advice. Run."

He grinned as an alarm began to blare and the ship flashed red. The Gamily barely made it out after the Doctor into Coopers field before the ship exploded.

* * *

 _The Son's narration:_

"He never raised his voice. That was the worst thing. The fury of the Time Lord. And then we discovered why. Why this Doctor, who had fought with gods and demons, why he'd run away from us and hidden. He was being kind.

He wrapped my father in unbreakable chains, forged in the heart of a dwarf star. He tricked my mother into the event horizon of a collapsing galaxy to be imprisoned there forever. He still visits my little sister once a year every year. I wonder if one day he might forgive her, but there she is. Can you see? He trapped her inside a mirror, every mirror. If ever you look at your reflection and see something move behind you, just for a second, that's her. That's always her.

As for me, I was suspended in time. And the Doctor put me to work standing over the fields of England, as their protector. As a scarecrow.

We wanted to live forever, so the Doctor made sure that we did."

* * *

Doctor P.O.V.

He returned to the cottage where Joan sat waiting. When he arrived, she turned away from him as she asked: "Is it done?"

The Doctor was surprised to find he did feel some pain at her rejection- but not as much as what it caused him to remember what he'd done to Lily.

"It's done." He replied and she said very quickly: "The police and the army are at the school. The parents have come to take the boys home. I should go. They'll have so many questions. I'm not sure what to say."

She turned to him and gasped. She turned away as she said quickly: "Oh, you look the same. Goodness, you must forgive my rudeness. I find it difficult to look at you. Doctor, I must call you Doctor."

She paused before she asked: "Where is he? John Smith?"

She looked at him as she asked and the Doctor shrugged as he answered: "He's in here somewhere."

"Like a story." She murmured before she asked quickly as though wanting to get the words and hope out as quickly as possible: "Could you change back?"

He tensed a little as he answered flatly: "Yes."

She swallowed, her brows knitting in pain as she asked: "Will you?"

"No." He replied softly. Her eyes shone with tears and he sighed as he murmured: "You know why. I hurt her so much more than I have hurt you… and I can't do that to her."

She swallowed as she said in a broken voice: "I see. Well, then."

The Doctor paused and then he added softly: "He did love you to some extent. I want you to know that. But I think you know that, even as John Smith, deep inside, my hearts will always belong to Lily Tyler."

"Just go." She said sharply. He turned sadly and left, leaving the woman to cry alone.

*A/N I've had messages asking for the formatting to change a little to make it easier to read. Let me know what you think!


	67. 24-3 I love you

Lily P.O.V.

"I still don't believe you." Lily muttered. Martha sighed as she glanced at Lily.

"For someone so smart, you're really stupid when it comes to love." She muttered.

Lily looked at her sharply as she said: "Why did you say that? What possessed you to think that was true?"

Martha replied shortly: "Because I have eyes, and I use them." Lily couldn't let it go.

"But, then you-" She began and Martha sighed.

She turned to her friend as she admitted: "Yes, I knew, and I didn't say because I didn't think it was my place. I fell in love with him before I knew about his feelings for you, I promise."

She took Lily's hand as she said softly: "And like I said, I was down about it for a while, but I knew it was for the better and I couldn't compete. You're smart, beautiful,"

"So are you." Lily pointed out but Martha just finished: "and you get him, like really get him."

Lily didn't know what to say and so she began: "Martha, I'm so s-"

"If you say sorry, I'll kill you." Martha said firmly. Lily shut her mouth but looked at Martha sadly as the latter said firmly: "Look, I knew alright? And truth be told, I'd rather it was you."

Lily sighed.

"I'm still not sure-" She began, and Martha cut in: "You can ask him."

She nodded over and Lily turned to see the Doctor walking towards them across the field. Lily clutched Martha's arm while the latter folded her arms and the Doctor called as he arrived: "Right then. Molto bene."

Martha asked: "How was she?"

He shrugged as he said simply: "Time we moved on."

He glanced at Lily but the girl was avoiding his gaze, looking intently at his shoes. Martha saw and said simply: "Alright."

She paused as she added: "Er, I meant to say, back there, last night. I would have said anything to get you to change."

The Doctor replied quickly while Lily squeezed her hand sympathetically: "Oh yeah, of course you would. Yeah."

They stood somewhat awkwardly before the Doctor suddenly said: "Oh, and Martha." She looked at him expectantly. "I never said. Thanks for looking after me."

She beamed and he gave her a tight hug while Lily smiled a little.

"Doctor!" A voice called and they all turned to see Tim coming up as he added in greeting: "Lily, Martha."

The Doctor said excitedly: "Tim Timothy Timber."

He grinned down at the boy as Tom said softly: "I just wanted to say goodbye. And thank you. Because I've seen the future and I now know what must be done."

They stood looking down at the boy with some pride as he bravely faced his fate.

"It's coming, isn't it? The biggest war ever." Tim said and Martha said quietly: "You don't have to fight."

Tim answered firmly: "I think we do."

"But you could get hurt." Martha protested and Tim pointed out: "Well, so could you, traveling around with him," he nodded at the Doctor, "but it's not going to stop you."

Lily and Martha smiled while the Doctor said: "Tim, I'd be honoured if you'd take this." He gave the boy the fob watch.

Tim picked it up, looking down at it before he said: "I can't hear anything."

Lily smiled as the Doctor admitted: "No, it's just a watch now. But keep it with you, for good luck."

"Take care of yourself." Lily whispered as she hugged the boy, and Martha added as she came up next: "Look after yourself."

They all went into the Tardis, the Doctor going in last as he told Tim with a cheeky grin: "You'll like this bit."

He went inside and Tim watched in wonder as the Tardis wheezed and then disappeared.

Inside the Tardis, Martha left the two in the console room as she called loudly to the Doctor with a pointed look at Lily: "Well, I'm going to take a shower, warm up a bit after the cold."

She walked off towards her room while Lily blinked in surprise at her strange announcement. Lily glanced up at the Doctor and immediately turned away, heading off towards her room with a quiet: "I'd also better go warm up…"

She trailed off as he stepped before her, blocking her path. She bit her lip as she moved to the right, but he sidestepped to block her again, demanding her attention. She sighed, knowing he wasn't about to give up. Lily waited but he remained silent so she slowly lifted her eyes to meet his. His brown orbs were filled with pain as he looked down at her.

She continued to chew her lip anxiously when he just stared at her, but she stiffened when he lifted a hand to the side of her face. He didn't touch her, just let it hover as he finally whispered: "You look ill."

She shrugged as she said quietly: "It was cold, and we stayed up almost the whole night."

"You look thinner." He continued just as quietly.

She shrugged not deigning to reply to that but when he laid his hand against her cheek, she shivered. His hand was warm against her cold cheek, but she knew it was more than that. She broke her eyes away from his, lowering her head slightly as she looked to the side.

"I'm sorry." The Doctor whispered and Lily tensed immediately.

"Why?" She asked, sharper than she'd intended, and the Doctor sighed.

He murmured softly: "Because I know I hurt you. I know what I did, and I know I can't beg enough to make it right but I want and need you to know I'm so sorry about what happened over the last few months."

Lily just sighed.

"Doctor, it's not like I wasn't aware you loved Rose before, and it shouldn't have hurt to see you fall in love with a perfectly good woman." Lily said.

The Doctor's brows furrowed but she continued oblivious to his confusion: "Although I can see why you're apologizing, it's not your fault. You didn't know I had feelings for you, and really, Martha deserves an apology too-"

She was cut off as the Doctor jerked her to face him. She was startled to see complete disbelief on his face as he demanded: "Do you think I don't have feelings for you?"

She blinked, her eyes wide with shock. She nodded slowly and he demanded: "Why? Martha told you last night, and I as good as admitted it, even when I was John Smith."

Lily's jaw dropped, and she couldn't believe her ears.

"What?" She asked faintly and the Doctor repeated as he furrowed his brows: "Why are you so firmly set against believing I have feelings deeper than friendship for you?"

Lily began to shake her head, her world and all the walls she'd built so carefully tumbling down around her as she tried to wrap her head around the Doctor's confession.

"But," she said, starting to panic a little, "you loved Rose! Of course I wasn't going to compete. And then there was Sarah-Jane, and Reinette, and… and no! That's not even important! There was Rose!" She exclaimed and the Doctor sighed as he took her hand.

He settled her in the chair by the console and he looked her straight in the eye as he said carefully: "Lily Tyler."

She started but he held her shoulders firmly as he continued: "Listen to me carefully. I won't lie when I say that I did love Rose once."

She blinked at him and he continued: "But that changed when I met you. Rose… she was good." The Doctor admitted. "And she was just what I needed after the Time War. But she's too similar to me."

He looked at her intently and Lily swallowed. "Too much excitement, not enough caution. Not quite enough heart, enough compassion." He peered down at her. "You have heart, Lily Tyler." He murmured.

She shook her head as she whispered: "But… but how?"

He smiled a little, somewhat sadly, as he said softly: "Because the heart moves. Rose and I saved many worlds, but we also created a destructive organization."

Lily nodded as she murmured: "Torchwood."

"Exactly." The Doctor said as he nodded too. He sighed as he added: "It was the rightful punishment for our arrogance that we had to fight that battle." He paused as he said seriously: "But it was a moment of painful realization when we paid the price with Rose's life."

Lily frowned and the Doctor explained: "I realized how much Rose meant to me, as a friend. It was the final proof but… it also reaffirmed how much I loved you."

His admittance made Lily's heart race while her eyes widened. He continued as he stared into her eyes: "When I saw how distraught you were. I'll admit it took time- me being the selfish being that I am- to see it but when I did, it was like your pain was cutting through me twice. And then you thought I wished you gone instead." He sighed while Lily remembered their conversation.

"To think, and if I'd only said something more then. To have told you the truth, that the only thing that I was so thankful about from that day was that you had been safe in my arms, that you had survived with me. It was selfish of me, when you'd been split from you family, but I was so glad it was _you_ with me."

Lily's heart was pounding in her chest as she stared at the Doctor in wonder while he went on: "And then, as if you needed more proof- I couldn't even forget you, not really, even when I was human. It was why I told you to keep away," he admitted and Lily's eyes almost popped out of her head, "because I knew my hearts would remember you even if I could trick my mind into believing I didn't know you."

Lily's head was reeling. The Doctor held her shoulders, concerned, as the girl looked about ready to pass out.

"W-when…?" She whispered and he grinned at her, but she saw a look of fear pass through his eyes.

"I think… it was after the werewolf in Scotland…" she raised a brow as he trailed off and he admitted: "Maybe before… during New New York…"

"That was right after we met." Lily pointed out.

He sighed, defeated, and he came clean: "I'm not sure Lily, I think… I know you caught my interest from the first time we met but… I only realized it was love when Reinette pointed it out to me actually."

He looked a little afraid of her response but was surprised when she started laughing, almost hysterically.

"That was when I found out too." She admitted at last and the Doctor blinked.

"Found out what?" He asked and it was such a silly question that Lily teased: "That the King of France is a very good dancer- particularly of the banana daiquiri."

He pouted and she laughed at him again before she said softly, looking him in the eyes: "That I loved you, you daft old man."

He blinked and she giggled softly at his surprise.

"It's been a long wait for both of us, it seems." Lily murmured and his face broke into a delighted smile, the smile that had Lily's heart racing as he looked at her with eyes filled with what she now realized was love. He began to lean in, his right hand moving to cup her face.

"Doctor…" Lily hesitated, as his face came impossibly closer.

"You know, Sarah Jane, Reinette… they were all right." He murmured and Lily could feel his breath on her cheek, he was so close.

"About what?" She breathed back and he admitted: "You're exactly what someone like me needs."

Lily's breathing hitched as her heart beat wildly and the Doctor leaned in to kiss her. His lips molded onto hers, moving in synchronization before they broke away softly. Lily opened her eyes to stare softly at the Doctor as he peered down at her, their foreheads still touching.

"I love you." He breathed.

Lily's heart stopped before it pounded and she whispered: "I love you too."

He leaned back in and their lips met once more. Their kiss slowly becoming deeper as his left hand moved from her shoulder, trailing down to grip her waist while his right hand moved to tangle his fingers in her loose brown hair.

Lily's hands had moved to rest on his chest, but she slowly moved them up, trailing lightly across his skin as she wrapped her arms around his neck. He nudged her legs with his hip and she opened them so he could move himself between them, allowing them to embrace closer as they kissed.

As their kisses became harsher, the Doctor trailed his hand down her waist, wrapping it firmly just behind her thighs before pulling her up. She wrapped her legs around him as he picked her up and set her on the Tardis console so he didn't have to bend his neck as much, kissing her hungrily.

They eventually broke away breathlessly, both gasping for air. The Doctor smiled at Lily as they stayed there for a long moment, leaning their foreheads against each other as they enjoyed the feeling of just being together- blissfully unaware of Martha watching them from around the corner.

She'd come back to peek, and now she was torn between joy and sorrow. She was ecstatic for her friends, that Lily's love was reciprocated and the Doctor wouldn't be so alone anymore, but her heart also clenched painfully as tears glistened in her eyes as she watched the Doctor smile brightly down at Lily.

She turned away quietly, going to mourn her heartbreak alone and letting her friends enjoy their time together. She silently promised that she would deal with her feelings so that she could join them tomorrow with a genuine smile and congratulations.

* * *

"So, where are we going next?" Martha asked brightly as she, Lily and the Doctor stood around the Tardis console. She beamed as she saw them holding hands; although Lily looked a little embarrassed the Doctor didn't seem to notice as he moved about, pulling Lily behind him.

He paused at Martha's words, looking at Lily with a raised eyebrow and she nodded. She turned to Martha and said softly: "How about we go say 'hi' to Tim Latimer one more time?"

Martha looked surprised as she asked: "When, and why?"

* * *

Lily stood with the Doctor and Martha near the War Memorial, all wearing poppy's on their lapels as they heard the vicar say: "They have no lot in our labour of the day time. They sleep beyond England's foam. They went with songs to the battle-"

Lily spotted the old soldier in a wheelchair at the front of the memorial crowd, dressed in medals and holding a watch. She knew it was Tim, and she leant on the Doctor's shoulder as the vicar said: "They were young, straight of limb, true of eye, steady and aglow. They were staunch to the end against odds uncounted."

She caught his eye as Tim looked over at them, and she smiled with him as he recognized them, only a day older than when he'd last seen him while he had grown old and weathered.

The vicar continued as the friends just greeted each other with smiles from afar: "They fell with their faces to the foe. They shall grow not old, as we that are left grow old. Age shall not weary them, nor the years condemn. At the going down of the sun and in the morning We will remember them."

Tim bowed his head, touching the watch that had saved his life in the war, as the three time travellers bade a silent farewell and left once more.

* A/N They are finally together! Sorry, it really took a while, but patience is a virtue that the Doctor seems to possess only in this one instance. Or rather, this little author had this episode planned out way earlier and so had to drag their denial a little too long. Sorry, but hope this lived up to your expectations! Also, sorry but updates might be a little slower as I'm moving into finals week and summer vacation. I'll try to keep updating regularly but it might be less than usual!


	68. 25 Blink

The Doctor, Martha and Lily climbed out of the cab, rushing to reach the hatching before it was too late. They had just about twenty minutes, and Martha was carrying a quiver of arrows while the Doctor and Lily held a long bow each. Suddenly a woman's voice called: "Doctor! Doctor! Doctor!"

The Doctor stopped, pulling Lily to a stop with him as he turned to the pretty blonde woman who'd rushed out of the nearby DVD store. Lily tugged his hand a little to remind him things were urgent as he said to the woman hurriedly: "Hello. Sorry, bit of a rush. There's a sort of thing happening. Fairly important we stop it."

Lily sent a glance to Martha anxiously. The woman just breathed: "My God, it's you. It really is you."

The Doctor looked at her confused and she said: "Oh, you don't remember me, do you?"

Lily looked at the woman curiously, wondering who she was while Martha called: "Doctor, we haven't have time for this. The migration's started."

The Doctor nodded at her and said to the woman urgently: "Look, sorry, I've got a bit of a complex life. Things don't always happen to me in quite the right order. Gets a bit confusing at times," he continued suddenly becoming distracted, "especially at weddings. I'm rubbish at weddings, especially my own."

Lily glanced at him with her eyebrows raised and he shrugged. "Long story."

"Oh, my God, of course." The woman breathed. "You're a time traveller."

Lily looked at the woman in surprise while she continued: "It hasn't happened to you yet. None of it. It's still in your future."

The Doctor was puzzled as he asked: "What hasn't happened?"

Lily was wondering the same thing when Martha came to tug on them as she reminded urgently: "Doctor, please. Twenty minutes to red hatching."

The woman was rambling: "It was me. Oh, for God's sake, it was me all along. You got it all from me."

Lily was completely bewildered as was the Doctor. He asked: "Got what?"

The woman took a deep breath and told them: "Okay, listen. One day you're going to get stuck in 1969."

Lily looked at her in surprise as she handed them a purple folder full of documents and pictures.

"Make sure you've got this with you. You're going to need it." She told them.

The Doctor took it in surprise. He opened his mouth but Martha shouted impatiently: "Doctor!"

Lily squeezed his hand as he told the woman distractedly: "Yeah, listen, listen, got to dash. Things happening. Well, four things. Well, four things and a lizard."

"Doctor." Lily chided while the woman nodded understandingly as she said: "Okay. No worries. On you go. See you around some day."

They began to leave but the Doctor paused, turning back to the woman. He asked: "What was your name?"

She smiled as she said: "Sally Sparrow."

She looked past the Doctor at Lily, sending the girl a genuine smile too. Lily was surprised but smiled back while the Doctor replied: "Good to meet you, Sally Sparrow."

A red-haired man walked up, carrying milk but he stopped dead as he stared at the Doctor. The Doctor and Lily looked at him curiously when Sally suddenly took the man's hand. He looked as surprised as they were, but Sally just smiled as she called back to them: "Goodbye, Doctor. Lily"

Lily watched with surprise as the couple re-entered the DVD store, and Lily glanced at them name to see it read: 'Sparrow and Nightingale, Antiquarian Books and Rare DVDs.' The Doctor pulled her then, and she turned away, both running after Martha to stop the hatching and catch the lizard amongst other things, and hopefully watch the migration if there was time after saving the world again.

* * *

Lily and the Doctor raced back to the house where they'd lost the Tardis, the same house that was mentioned in the documents- Wester Drumlin.

They were currently stranded in 1969, just as Sally Sparrow had warned them they would be, without the Tardis, thanks to those blasted angels. The biggest problem was, the Doctor had lost his key to one of the angels before it got him.

Luckily the Tardis had an emergency shift protocol, so that when the Doctor's key was removed from his person, it would go into hiding- otherwise they would've all been doomed. The Doctor ran into the room on the left, just next to the staircases. He picked out a large piece of charcoal from his jacket while Lily glanced around.

"I'll never cease to be amazed by your jacket's ability to hold so much stuff." Lily murmured as the Doctor began to write in huge letters on the green wall.

He grinned a little at her as swept his arms to write the warning in block letters: 'Beware the weeping angel.'

Lily shivered as she remembered them with fear. He then paused as he thought, and wrote underneath: 'Oh, and duck!'

He paused again.

"Do I repeat that message?" He asked and Lily pulled out the document, checking what it said.

"Yeah, you tell her: 'Really, duck!'" She told him.

He nodded and began to write again as Lily added: "And then you creepily add her name so she'll actually listen."

He laughed as he moved to the next part of the wall to write: 'Sally Sparrow. Duck, now.'

"It's not my fault no-one listens to me." He said as he finished.

"You forgot to add who the message is from." Lily told him.

He nodded and began to write again as Lily mused: "It's not your fault per se, but humans can be stubborn and it's hard to just trust a stranger's word- especially when it's through creepy writing on the wall." She added as the Doctor finished.

He frowned at her, put out as he said: "What's wrong with it?"

Lily shrugged as she read the last bit of the message: 'Love from the Doctor (1969)'

"Nothing… except if I had to read that I'd probably be freaked out. It looks like something out of a thriller." She pointed out.

He glanced at his writing and it was true- the big black letters in charcoal, and the woman's name from- from her point of view when she would find it- a stranger. He pouted a little and Lily smiled at him. He grinned at her, and then leaned, kissing her lightly. She giggled but soon sobered.

"Come on," she sighed, "we'd best get back to Martha- and I'll be late for my shift."

He groaned but she grinned as she chided: "Shut up, at least I've got a job. Who knew I'd be the one supporting you in this relationship?"

He just grinned at her as he asked: "So, we're in a relationship?"

She just laughed and rolled her eyes as she said: "Come on!"

The two left quickly, knowing the angels would trace their paths to get to the house, one day claiming Sally's friend: Kathy Nightingale. But if things went the right way, the way it was supposed to, then everyone would be able to live happily at the end of this mess. Now, they just had to wait for the detective inspector to arrive.

They returned and Lily got ready to go to work while the Doctor continued to build his contraption. She kissed his cheek as she left for the café, and he sighed a little as she left. He rubbed his eyes a little behind his glasses- it was his fault they were all stuck here. The angels wanted the Tardis for an everlasting supply of time energy, and it seemed they would stop at nothing to get it.

But he was just as determined to stop them, and with that thought, he continued to build his detector, fitting the scanner into it.

* * *

"Come on!" The Doctor yelled, pulling Lily with him as the girl tiredly rubbed her eyes. The time vortex detector had dinged, alerting them to the fact that someone had travelled in time to land in 1969 London. The Doctor raced through the streets, following his device as Lily and Martha with him.

They saw a man appear out of thin air in an alleyway, slamming into the wall. He slid down it as the Doctor called: "Welcome."

As the three walked up to him, the Doctor pointing his scanner-detector at the man, D.I. Billy Shipton asked them groggily: "Where am I?"

The Doctor told him as they arrived before the man: "1969. Not bad, as it goes. You've got the moon landing to look forward to."

Martha chimed in excitedly: "Oh, the moon landing's brilliant. We went four times," she then turned to level an accusing look at the Doctor, "back when we had transport."

"Working on it." The Doctor mumbled.

Lily said quietly: "Maybe not the time, you two."

She gestured at the dazed man still sitting on the ground. The Doctor beamed at him as Billy asked confused: "How did I get here?"

"The same way we did- the touch of an angel." The Doctor told him, moving next to the man as he continued: "Same one, probably, since you ended up in the same year. No, no." He gripped Billy's shoulder, pushing him back down as he tried to get up. "No, no, no, don't get up."

The Doctor sat down next to Billy, pulling Lily with him as he explained: "Time travel without a capsule. Nasty. Catch your breath. Don't go swimming for half an hour."

Billy stared at him bewildered, and he spluttered out: "I don't… I can't…"

"Fascinating race, the Weeping Angels." The Doctor mused as he leaned back, ignoring the other man. "The only psychopaths in the universe to kill you nicely. No mess, no fuss, they just zap you into the past and let you live to death. The rest of your life used up and blown away in the blink of an eye."

He turned to Billed as he explained: "You die in the past, and in the present they consume the energy of all the days you might have had."

Billy groaned a little, overwhelmed and nauseous. Lily looked over at the man in concern but the Doctor ignored him as he mused: "All your stolen moments. They're creatures of the abstract. They live off potential energy."

Billy shook his head as he asked in confusion: "What in God's name are you talking about?"

Martha told him sincerely: "Trust me. Just nod when he stops for breath."

Lily grinned while the Doctor ignored them all as he continued, hefting up his detector: "Tracked you down with this. This is my timey-wimey detector."

The Doctor said somewhat proudly: "It goes 'ding' when there's stuff. Also, it can boil an egg at thirty paces," Billy looked absolutely overwhelmed as the Doctor mused: "whether you want it to or not, actually, so I've learned to stay away from hens."

Billy looked horrified while the Doctor turned to him as he said seriously: "It's not pretty when they blow."

Billy turned away as though he was afraid he was dealing with a mad man- which, to be fair he sort of was. Lily piped up: "Don't worry, the Doctor can be a little hard to take at first, but he grows on you. And he means well… generally."

The Doctor grinned at her, his eyes soft. Billy shook his head as he asked, utterly lost: "I don't understand. Where am I?"

Martha sighed. "1969," she replied, "like he says." She nodded at the Doctor.

The Doctor added: "Normally, I'd offer you a lift home, but somebody nicked my motor."

He sighed as he remembered, but then he added to Billy: "So I need you to take a message to Sally Sparrow.

Billy's face changed, becoming wondering. Lily saw it sadly, and she squeezed the Doctor's hand. He took the hint and he said softly: "And I'm sorry, Billy. I am very, very sorry."

The Doctor sighed as he told him: "It's going to take you a while."

* * *

The Doctor was finishing setting up to film his hidden message, the one Billy would hide for them in the seventeen DVDs that Sally had written down. He fiddled with the autocue and the camera, his glasses perched on his nose, before he re-read the lines he needed to say.

Martha grinned as she said: "I really like my lines."

Lily laughed as she mused: "I do, too."

The Doctor glanced at them, and they shut it as he turned the camera on and he began to record his message to Sally Sparrow, the autocue screen showing him his lines behind the camera just in case he forgot.

Lily followed, reading the script that Larry Nightingale, Kathy's younger brother and Sally's future boyfriend/husband, had apparently printed. He had also later written in some of Sally's parts on the night he and Sally would encounter the angels in the future. Yes, time travel was confusing like that.

The Doctor said into the camera: "Yup. That's me."

The Doctor paused and then he said: "Yes, I do."

He paused again and then said: "Yup. And this."

He paused and then said: "Are you going to read out the whole thing?"

He paused before he launched into his introduction: "I'm a time traveller. Or I was. I'm stuck in 1969."

Martha popped her head in next to the Doctor as she added: "We're stuck. All of space and time, he promised me. Now I've got a job in a shop, Lily's working in a café."

She pulled Lily in to join her in screen to show Sally. Lily waved a little as Martha said indigently: "We've got to support him!"

"Martha." The Doctor chided as he gestured at the camera.

"Sorry." Martha muttered, glancing at the camera again before she and Lily left the camera so that the Doctor could speak alone. The funny thing was, although it was scripted, it was something that was so like what they would do that the whole thing came out completely natural.

Lily began to silently read the script again, following as Larry's writing said: 'I've seen this bit before.'

The Doctor said into the camera on cue: "Quite possibly."

'1969, that's where you're talking from?'

"Afraid so."

'But you're replying to me. You can't know exactly what I'm going to say, forty years before I say it.'

"Thirty eight." The Doctor corrected.

'How? How is this possible? Tell me.'

"People don't understand time. It's not what you think it is."

'Then what is it?'

"Complicated."

'Tell me.'

"Very complicated."

Lily grinned as she read: 'I'm clever and I'm listening. And don't patronise me because people have died, and I'm not happy. Tell me.'

The Doctor pulled a face and then he tried to explain, using his hands to try and demonstrate his words as he said: "People assume that time is a strict progression of cause to effect, but actually from a non-linear, non-subjective viewpoint, it's more like a big ball of wibbly wobbly… timey-wimey… stuff."

His voice trailed off as the thought escaped him.

Lily smiled as she read: 'Yeah, I've seen this bit before. You said that sentence got away from you.'

Lily wished she'd met Sally Sparrow properly- she had a feeling she would like her.

The Doctor said somewhat dreamily: "It got away from me, yeah."

'Next thing you're going to say is, well I can hear you.'

"Well, I can hear you."

'This isn't possible.'

"Well, not hear you, exactly, but I know everything you're going to say."

'How can you know what I'm going to say?'

The Doctor cocked his head as he said: "Look to your left."

'He means you. What are you doing?' Larry had written, and Lily could imagine Sally's exasperation. She grinned to herself- clearly Sally was the brains in that operation.

"I've got a copy of the finished transcript. It's on my autocue." The Doctor indicated before him at the screen he was reading from.

'How can you have a copy of the finished transcript? It's still being written.'

"I told you. I'm a time traveller. I got it in the future.'

'Okay, let me get my head round this. You're reading aloud from a transcript of a conversation you're still having.'

"Yeah. Wibbly wobbly, timey-wimey."

'Never mind that.'

"What matters is, we can communicate. We have got big problems now." The Doctor's voice became urgent and Lily's hands tightened as they all felt the urgency coming back to them. "They have taken the blue box, haven't they? The angels have the phone box."

Lily read: 'What do you mean, angels? You mean those statue things?'

Clearly, Sally had seen the angels by this point.

"Creatures from another world." The Doctor said darkly

'But they're just statues.'

"Only when you see them."

'What does that mean?'

The Doctor explained in a dark voice: "The lonely assassins, they used to be called. No one quite knows where they came from, but they're as old as the universe, or very nearly, and they have survived this long because they have the most perfect defence system ever evolved. They are quantum-locked."

The Doctor explained: "They don't exist when they're being observed. The moment they are seen by any other living creature, they freeze into rock. No choice. It's a fact of their biology. In the sight of any living thing, they literally turn to stone. And you can't kill a stone. Of course, a stone can't kill you either. But then you turn your head away… then you blink… and oh yes it can." He said darkly, and Lily shivered as she remembered when Martha had been caught.

The Doctor continued: "That's why they cover their eyes. They're not weeping. They can't risk looking at each other. Their greatest asset is their greatest curse. They can never be seen. The loneliest creatures in the universe. And I'm sorry." He added apologetically. "I am very, very sorry. It's up to you now."

The Doctor then said quickly: "The blue box, it's my time machine. There is a world of time energy in there they could feast on forever, but the damage they could do could switch off the sun. You have got to send it back to me."

The Doctor paused, and then he said dejectedly with a frown: "And that's it, I'm afraid. There's no more from you on the transcript, that's the last I've got."

He removed his glasses with a flourish as he said urgently: "I don't know what stopped you talking, but I can guess. They're coming. The angels are coming for you. But listen, your life could depend on this."

He lifted his hand to emphasize his point as he said seriously: "Don't blink. Don't even blink. Blink and you're dead. They are fast. Faster than you can believe. Don't turn your back, don't look away, and don't blink. Good luck."

Lily switched off the recording button. There was a dead silence, and Lily moved over to the Doctor who'd bowed his head. She took his hand as she said softly: "It's the best you can do right now. And we know they make it safely, otherwise we wouldn't have this."

She indicated his autocue screen but he just looked at her worriedly.

"And besides," Lily added in an attempt to cheer him up, "your idea worked brilliantly. You trapped the angels who chased us, forever."

He smiled at that.

"It was brilliant wasn't it?"

She laughed at him and he grinned back at her, starting to laugh as well.

* * *

"So, that's the message you want me to give to her?" Billy asked as they stood to say goodbye, and the Doctor shook his head.

"No, that is the message you'll hide for me in the seventeen DVDs." The Doctor told him. He paused as he said: "The message I want you to give her is this: 'Look at the list'."

Martha and Billy frowned, while Lily sighed. She'd seen Sally Sparrow's documents, so she knew what was going to be said.

"What does that mean?" Billy asked and Lily explained: "The list of the seventeen DVDs where you'll hide the Doctor's film."

The Doctor added: "She'll have just gotten it when you give her the message."

Billy looked confused as he asked: "How do you know that?"

The Doctor just replied: "We can't tell you. Timey-wimey stuff." He tried to explain.

Billy suddenly had another thought and he asked: "What about the DVDs? Will she understand why those seventeen DVDs?"

The Doctor nodded, saying; "She'll figure it out eventually."

Billy nodded slowly as he said: "But you can't tell me."

Lily said sadly: "No."

"And I'm sorry, Billy," The Doctor added quietly, "but you'll never know."

Billy frowned but he asked instead: "And when will that be- the time when I give her your message?"

Lily face dropped and the Doctor took her hand sympathetically as he said softly: "You'll call her ten minutes after she left you in 2007."

Billy was about to say something when the Doctor added: "The day you will die. Once the rain stops…"

Billy froze while Lily bowed her head. Martha looked surprised and stared at Billy sympathetically as the man bowed his head, absorbing the shock and pain.

"I'm sorry." The Doctor said, and Billy shook his head.

"No, don't be, Doctor." The man said bravely. He paused and then asked in a low voice: "Will I not be able to see her before that?"

The Doctor shook his head while Lily looked at the man pityingly. The Doctor said softly: "It would tear a hole in the fabric of space and time, and destroy two thirds of the universe."

The other man shook slightly and Lily chimed in softly: "It's better you let go, Billy. Your present is here, and it's best to live in this time that you've been given."

He nodded slowly.

"Thank you." He whispered. The three made to leave when he called after them: "Who are you, Doctor? You, Lily and Martha?"

They paused before the Doctor replied: "Just that- the Doctor."

And he led Lily and Martha out, leaving Billy behind. The man stared after them, his heart aching for Sally Sparrow but he grinned at the Doctor's response. He shook himself, squared his shoulders, and began his work.

* * *

"So, what was with the DVDs?" Martha asked as they got back to their little flat, and Lily told her: "They were all the DVDs Sally Sparrow owned."

Martha looked at her as the Doctor walked off to dump his detector and take off his coat, flopping down onto the couch. Martha asked as the girls walked in after him: "And you two got all this from that folder she gave you in the future?"

Lily nodded and Martha joked a little as she said: "Well, good thing she had it all readied, and her boyfriend was nerd enough to make a transcript of the whole exchange."

Lily laughed as she said: "Yeah, it was lucky wasn't it? Otherwise we'd be stuck in 1969 for good."

Martha sat down on a chair as Lily joined the Doctor on the couch. Martha mused: "So, Sally Sparrow's friend- she was lost first, got sent back to…"

"1920." Lily chimed, and Martha continued: "so she gets sent back to 1920, and sends her grandson with a letter for Sally in Sally's present day. The letter is what makes Sally realize something's wrong."

"She then goes to deliver her friend's message to the brother, Larry Nightingale, and in doing so sees the Doctor's message. She figures there's something up with that, so she gets the list of the DVDs. She then meets Billy, and finds the Tardis. But then she just leaves, and Billy's sent back here. In Sally's time, she meets Billy again, then figures out to watch the Doctor's whole message."

"She calls Larry Nightingale to help her, he fills in the script, they somehow outrun the angels and hopefully send the Tardis to us?"

Martha finished and the Doctor and Lily nodded. Martha frowned as another thought occurred to her.

"But how's she going to do that if she can't get into the Tardis?" She asked.

"She probably nicked the key from the angel, it would explain why the angels followed her around." The Doctor explained.

"It would also explain how the angels found the Tardis- they found it when she did." Lily added and the Doctor nodded.

"And we're certain the Tardis will come to get us?" Martha asked and the Doctor replied: "Well, Sally's notes indicate the Tardis left them behind after security protocol seven one two was activated."

"What?" Martha asked and Lily explained: "It detected a control disc, which is a DVD with the Doctor's message inside. It sends the Tardis back to find the Doctor."

"Oh…" Martha breathed. "And it works?"

Lily smiled as they heard a wheezing sound and the Tardis began to materialize around them.

"Why don't you as her?" She laughed as they stood inside the Tardis, safe once more.


	69. 26-1 Utopia

The Tardis wheezed as they arrived.

"Where are we?" Lily asked and the Doctor yelled proudly: "Cardiff!"

He zipped around the console as Martha repeated humorously: "Cardiff?"

The Doctor was pulling levers and pressing buttons as he grinned at them.

He explained as he continued to work: "Ah, but the thing about Cardiff, it's built on a rift in time and space, just like California and the San Andreas Fault, but the rift bleeds energy. Every now and then I need to open up the engines, soak up the energy and use it as fuel."

Lily and Martha's eyes lit up in understanding and Martha exclaimed: "So it's a pit stop."

The Doctor nodded as he confirmed: "Exactly."

Martha and Lily beamed at each other as the Doctor pressed a button and the Doctor added: "Should only take twenty seconds."

He paused as he clicked a button and he murmured: "The rift's been active."

Lily looked up at him as she asked: "Is that bad?"

He shrugged as he replied: "Don't know yet."

He grinned and Lily laughed. Martha suddenly interjected as she remembered something: "Wait a minute. They had an earthquake in Cardiff a couple of years ago. Was that you?"

She looked at the Doctor, and Lily turned to him as well, interested.

The Doctor looked up guiltily, his eyes wide and he muttered: "Bit of trouble with the Slitheen."

Lily started laughing at his sheepish look and the Doctor added contemplatively: "A long time ago. Lifetimes. I was a different man back then."

Martha looked confused while Lily teased: "Like an actual different man?"

He looked at her guiltily while Martha was puzzled and Lily began to laugh at the Doctor's embarrassed face as she added: "Was it when you wore leather jackets?"

The Doctor looked awkwardly away and Lily laughed.

"What are you talking about?" Martha asked and Lily opened her mouth to reply when the Tardis dinged.

"Finito. All powered up." The Doctor declared happily and he moved to stand next to Lily, by the monitor. He paused as he looked down at the screen and Lily looked to see a man with a backpack running… towards them.

She looked up as the Doctor pulled a lever immediately, and she frowned as she saw his face was a mix of disgust and fear. Lily was surprised at his reaction and she and Martha exchanged confused looks as the Tardis began to wheeze, signaling they were dematerializing.

"Doctor, what-?"

Lily was interrupted as the Tardis console suddenly sparked with a bang, and they were all thrown to the ground.

"Whoa!" Martha cried and they all scrambled back to grip the console as the Tardis rocked. The Doctor peered at the screen and Martha scrambled to join them as she asked: "What's that?"

The Tardis sparked again, and they all flinched, Martha and Lily ducking while the Doctor read off the screen: "We're accelerating into the future. The year one billion. Five billion. Five trillion. Fifty trillion? What?"

Lily saw the Doctor's face morphing into a look of fear and she gulped while Martha looked at them confused. The Doctor exclaimed: "The year one hundred trillion? That's impossible."

Lily did not have a good feeling about this, and Martha asked also concerned: "Why? What happens then?"

The Doctor gaped a little, as though unable to say the words that were so unbelievable to him.

"We're going to the end of the universe." He explained as he stared at the screen.

There was a thud and the Tardis landed with a slight bump and rumble as it wheezed. Lily and Martha slowly turned to look at the Doctor who looked at them a little nervously before he glanced up. He muttered: "Well, we've landed."

"So what's out there?" Martha asked apprehensively and the Doctor murmured: "I don't know."

Martha scoffed a little as she said, her voice trembling a little: "Say that again. That's rare."

Lily grinned a little but it fell as the Doctor admitted: "Not even the Time Lords came this far."

Martha looked a little terrified and Lily looked at the Doctor wide-eyed. The Doctor said seriously: "We should leave. We should go. We should really, really… go."

He paused and shared a look with Martha and Lily. He suddenly beamed gleefully and Martha grinned while Lily laughed, shaking her head a little at his childish excitement as he dashed for the doors.

The girls followed him as he stepped out, pulling on his long overcoat. They looked around and Lily saw that the planet was a little marshy but also very rocky. The Doctor began to move forward when Lily noticed a figure lying on the ground beside them.

"Doctor!" She exclaimed as she hurried over to the man and Martha gasped: "Oh my God!"

She and the Doctor followed as Lily knelt down to check if the man was breathing. She saw that it was the same man they'd seen on the screen inn Cardiff and her brows furrowed in confusion.

 _How'd he get here?_ She wondered as Martha knelt beside her and began to feel the man's neck.

"Can't get a pulse." She murmured before she turned to the Doctor slightly, saying as she got up hurriedly: "Hold on. You've got that medical kit thing."

Martha ran back to the Tardis and Lily looked up as the Doctor strolled up. She was surprised to see he was very impassive about the situation, especially as he casually greeted the possible corpse.

"Hello again." The Doctor murmured and then he glanced away a little as he murmured: "Oh, I'm sorry."

"Do you know him?" Lily asked quietly and the Doctor nodded, his hands stuck casually into his pockets, as Martha came running back.

"Here we go. Get out of the way!" She shouted and Lily backed up, moving to stand beside the Doctor as Martha scrambled on her knees. Martha commented as she worked: "It's a bit odd, though. Not very hundred trillion. That coat's more like World War Two."

Lily frowned again thoughtfully, but nodded in agreement as the Doctor told them: "I think he came with us."

"How do you mean, from Earth?" Martha asked incredulously.

The Doctor answered as Martha began to check for a heartbeat with her stethoscope: "Must have been clinging to the outside of the Tardis," he glanced at the box in question while Lily stared down at the crazy man, "all the way through the vortex. Well, that's very him." The Doctor added with a scoff.

Martha turned to him, asking incredulously: "What, do you know him?"

The Doctor replied lightly: "Friend of mine. Used to travel with me, back in the old days."

Lily looked at him surprised while Martha looked down pityingly at the man. Lily was confused by the Doctor's complete lack of emotion- it wasn't like him, especially if this man was a former companion.

Martha murmured unhappily: "But he's... I'm sorry, there's no heartbeat."

Lily bowed her head and she placed a hand on the Doctor's elbow but he didn't even blink which Lily found extremely odd- the Doctor was usually more compassionate than this. Martha continued: "There's nothing. He's dead."

Lily and Martha screamed as the strange man suddenly gasped and grabbed Martha's arms. Martha grabbed the man's arms in shock while Lily had gripped the Doctor in alarm, heart racing from the fright. She watched in complete disbelief as the man gasped for air, as though he had been under water for too long instead of dead.

Martha said sarcastically, still shaking a little from the fright: "Oh, so much for me!"

She glared at the Doctor briefly and Lily looked up at him to see he was making a face and Lily punched him a little in the arm as Martha calmed the man, saying soothingly: "It's all right. Just breathe deep. I've got you."

"You knew." Lily accused quietly and the Doctor shrugged.

"'Course I knew." He murmured as the man on the ground slowly got his breath back and focused on Martha.

He introduced in an American accent: "Captain Jack Harkness. And who are you?" He asked flirtatiously and Lily looked at the man in disbelief.

Martha replied a little breathlessly, torn between amusement and worry: "Martha Jones."

Jack flirted with a grin: "Nice to meet you, Martha Jones."

"Oh, don't start." The Doctor groaned loudly.

Jack turned his gaze to the Doctor as he retorted: "I was only saying hello."

Lily grinned as Martha replied softly: "I don't mind."

The Doctor watched impassively and Lily looked on amusedly as Martha helped Jack up. Jack turned to Lily and he flashed her a brilliant smile as he introduced again, reaching out to take her hand: "Jack Harkness. I don't think we've met."

Lily's lips quirked as he kissed her knuckles in greeting.

She could practically see the Doctor's irritation growing but she replied politely: "Lily Tyler. Pleasure to meet you."

His eyebrows rose- for some reason her name had surprised him. He glanced at the Doctor, who grimaced, and Jack's brows lifted even higher.

Lily and Martha watched curiously as Jack greeted: "Doctor."

"Captain." The Doctor replied, but his face was still irritated.

Jack seemed a little surprised to see the amount of annoyance on the Doctor's face but he said politely: "Good to see you."

Lily and Martha watched with interest, noting a tension between the two men as the Doctor replied: "And you. Same as ever. Although… have you had work done?"

Lily snorted while Jack retorted: "You can talk."

Jack glanced at Lily, interest piqued in the way she had responded, while the Doctor and Martha looked a little confused. The Doctor's face however soon lit up with understanding as he replied: "Oh yes, the face. Regeneration."

Lily was amused while Martha frowned in confusion.

"How did you know this was me?" The Doctor asked, oblivious to Martha's confusion but Jack noticed, especially noting Lily's lack of same surprise.

He was trying to figure out Lily's relationship with the Doctor, and the shared last name with the Doctor's former companion, as he replied to the Doctor: "The police box kind of gives it away. I've been following you for a long time."

Jack leveled a look at the Doctor as he accused: "You abandoned me."

Lily looked at the Doctor but the Time Lord's face remained unreadable as he asked lightly: "Did I? Busy life. Moving on."

Martha looked a little shocked by his answer while Lily groaned- did the man never change? Leave companions, and forget and later dismiss them?

Jack interrupted her thoughts as he asked: "Just got to ask. The Battle of Canary Wharf. I saw the list of the dead. I-It said Rose Tyler."

Jack never looked away from the Doctor, wanting to examine the man's reaction- he could ask about this Lily Tyler next. Lily meanwhile heard the sympathy in Jack's and realized this man had probably known Rose personally- it explained his reaction to her own name.

"Oh," the Doctor replied as he understood and he assured hastily: "no. Sorry! She's alive."

Martha was looking between the two men as Jack replied in a mix of disbelief and relief: "You're kidding."

He glanced at Lily who nodded, smiling. The Doctor explained, happily: "Parallel world, safe and sound. And Mickey, and her mother!"

"Oh, yes!" Jack cried in delight. He rushed in and hugged the Doctor. Lily was startled but she was glad to know there was someone else who hadn't forgotten her cousin.

Martha was looking a little forlorn as she watched the men, murmuring: "Good old Rose."

The men didn't hear but Lily did and she sent a questioning look at Martha. She wondered if Martha was put out because she still had some feelings for the Doctor (which made Lily purse her lips guiltily) or if it was because she felt like she was constantly being compared to Rose.

"Hang on."

Both girls looked over to see Jack pulling away from the Doctor as he remembered something.

"Who are you then?" He asked Lily and the Doctor frowned.

"Oi." He said warningly but Lily replied hastily: "I'm Rose's cousin. I met the Doctor right after he regenerated into this face," she gestured at the Doctor and Jack glanced at him before focusing back on Lily, "and I survived the Canary Wharf battle on this side of the parallel worlds."

Jack's face softened as he murmured: "Well, my condolences. While they might be alive, you won't see your cousin and aunt again."

Lily nodded as she accepted the man's good will, saying: "It's alright. I know she's alive and well, that's all that matters. And at least I have the Doctor, still."

Lily grinned at the Doctor, who remained emotionless as he stared at Jack. Jack glanced between the two, his brows furrowed. He had some questions for the Doctor, but he decided to remain silent for now as they group mutually decided to continue move forward to explore the planet.

* * *

They were strolling along leisurely, the Doctor a little off to the side with Lily between him and Martha, who stood next to Jack as the man explained his last encounter with the Doctor.

"So there I was," Jack was saying, "stranded in the year two hundred one hundred, ankle deep in Dalek dust, and he goes off without me."

Jack sent a glare at the Doctor, who pretended not to notice. Lily grimaced while Martha sent the Doctor a disbelieving look.

"But I had this." Jack continued easily, showing the girls what looked like a bracelet or a thick watch. He explained: "I used to be a Time Agent. It's called a vortex manipulator. He's not the only one who can time travel."

He indicated the Doctor, who finally turned to them as he said in irritation: "Oh, excuse me."

Lily raised a brow, suppressing an amused smile as the Doctor said scathingly: "That," he pointed at Jack's watch, "is not time travel. It's like, I've got a sports car and you've got a space hopper."

Lily couldn't help but burst out laughing at his childishness while Martha scoffed as she teased: "Oh! Boys and their toys."

She looked between the two while Lily patted the Doctor's arm in teasing comfort, still laughing.

Jack just continued: "Alright. So I bounced. I thought 21st century, the best place to find the Doctor, except that I got it a little wrong. Arrived in 1869, this thing burnt out," he indicated his vortex manipulator, "so it was useless."

"Told you." The Doctor murmured, and Martha and Lily looked at each in amusement while Jack ignored the Doctor and went on: "I had to live through the entire twentieth century waiting for a version of you," he pointed at the Doctor, "that would coincide with me."

Lily was puzzled, and so it seemed was Martha who questioned: "But that makes you more than 100 years old."

Jack said flirtatiously: "And looking good, don't you think?"

He chuckled a little while Martha nodded in amusement and Lily laughed at the man. The Doctor walked beside her sullenly, which only made her laugh harder.

Jack explained: "So I went to the time rift, based myself there because I knew you'd come back to refuel. Until finally I get a signal on this detecting you and here we are."

He spread his hands out wide to indicate the planet and their current situation. Lily nodded thoughtfully while Martha frowned as she asked: "But the thing is, how come you left him behind, Doctor?"

"I was busy." The Doctor said lightly, and Lily wrinkled her nose.

Martha retorted: "Is that what happens, though, seriously? Do you just get bored with us one day and disappear?"

She gestured at the companions in general, and Lily grimaced as Jack butt in: "Not if you're blonde."

Martha snorted as she snapped: "Oh, she was blonde? Oh, what a surprise! You know, it's surprising you went for Lily. Wasn't Miss Joan Redfern also blonde?"

Lily pulled a face while the Doctor turned to Martha and Jack angrily.

"You two!" He snapped: "We're at the end of the universe, alright? Right at the edge of knowledge itself and you're busy… blogging!"

Martha looked put out by his anger while Jack's brow was raised as he examined the Doctor and Lily, who was looking fed up with the Doctor's outburst. The Doctor saw that, and it only increased his annoyance.

"Come on." He muttered, moving past them all as he switched directions. Jack followed while Martha and Lily trailed behind.

"You don't have to be jealous." Lily suddenly piped up.

Martha looked startled but Lily smiled gently as she murmured: "Rose was a good person, but so are you, Martha Jones. Don't think any less of yourself, and don't worry- we're all special to him in some way, in the end."

Martha looked at the younger girl in surprise but Lily smiled at her and Martha's face relaxed into an answering smile.

Jack meanwhile was grilling the Doctor.

"So, what is the deal between you and Lily Tyler?" He asked and the Doctor groaned.

"I knew you were going to bring that up at some point." He sighed.

Jack pressed on anyway: "No, but really, what is it? I see your eyes when you look at her- it's how you looked at Rose back before you regenerated."

"Yes, well." The Doctor muttered. "I changed, and when I saw her… I guess you could say it was love at first sight."

Jack's eyebrows rose as he asked: "And Rose?"

The Doctor sighed again as he finally told the curious man: "Look, Rose was what I needed before, after..."

"The Time War." Jack inputted and the Doctor sighed, nodding.

He continued quietly: "But Lily, she was what I needed to fully heal and be the Doctor. And she's brilliant: clever, kind-"

"Beautiful?" Jack teased and the Doctor gave him a look. Jack raised his hands in surrender as he said: "Hey, I couldn't help notice. So, you and her? Did that happen before or after Canary Wharf?"

The Doctor pulled a face but he answered: "We only admitted to each other recently. But… I think Rose knew from back before. There were times when I thought I saw it in her eyes, even when I didn't want to acknowledge it."

Jack nodded thoughtfully.

"So, is she your latest favorite then? Or more?" He asked seriously. The Doctor glanced back at Lily, who was walking arm in arm with Martha as the two girls laughed about something.

Jack saw the Doctor's face soften, and he knew the Time Lord's reply even before the Doctor murmured: "She'll always be my one true love."

Jack sighed as he said quietly: "You do know she's human? She'll die sometime."

The Doctor's face clouded over but he didn't say anything. Jack didn't either, and the two men dropped the topic, knowing there was nothing more to be said.

They arrived at a cliff, and Lily let go of Martha as she moved to stand beside the Doctor. They gazed down in awe at the remains of what was likely once a magnificent city, the buildings carved right into the cliff-sides below them.

It looked abandoned now, giving the remaining ruins an eerily beautiful atmosphere as the little moonlight they had shone between the pillars and the ridges between the cliffs.

"Is that a city?" Martha asked in wonder and the Doctor replied nonchalantly: "A city or a hive, or a nest, or a conglomeration. Like it was grown. But look, there."

He raised a hand and pointed along the sides of the cliffs, and they all peered as he murmured: "That's like pathways, roads? Must have been some sort of life," he sniffed thoughtfully, "long ago."

"What killed it?" Martha asked in a low voice.

Jack glanced at Martha and then the Doctor, remembering the end to their conversation just moments ago, as the other man answered darkly: "Time."

Lily also glanced at the Doctor, but he just continued in that dark tone: "Just time. Everything's dying now. All the great civilizations have gone. This isn't just night."

They all looked up as the Doctor pointed out: "All the stars have burned up and faded away… into nothing."

They all turned back to look down at the city, and Jack murmured: "They must have an atmospheric shell. We should be frozen to death."

The Doctor mused: "Well, Martha, Lily and I, maybe. Not so sure about you, Jack."

He looked at Jack meaningfully and the other man just gave him an exasperated look.

"What about the people? Does no one survive?" Martha wondered and the Doctor looked at her before he murmured softly: "I suppose we have to hope life will find a way."

Lily smiled sadly and she took the Doctor's hand in her own. He squeezed it but the moment was ruined as Jack suddenly pointed to the side.

"Well, he's not doing too bad." He declared and they all turned to see a man running through an open area just outside of the city. The man was sprinting as fast as he could, and moments later they saw why.

The Doctor's brows furrowed and Lily's mouth fell open as they saw a huge crowd running after the man, yelling war cries as they dashed over the plains. Except the war cries sounded distinctly like… "Humans!"

"Is it me, or does that look like a hunt?" The Doctor asked and Lily added: "And they're hunting humans?"

The Doctor began to run, pulling Lily with him as he yelled to the other two: "Come on!"

They dashed down the hill, moving towards the path to cut off the escaping human man. Jack began laughing as they sprinted down the hill, yelling delightedly: "Oh, I've missed this."

The Doctor ignored him as he ran, and Lily let go of his hand as they reached the bottom of the hill, urging him to run ahead and help the fleeing man. The Doctor and Jack pulled ahead of the girls, running down the path until they saw the man coming towards them.

"I've got you!" Jack called reassuringly as he and the Doctor stopped, and Jack caught the man as he ran into them. Lily stopped running abruptly, grabbing Martha to pull her to a stop as well as they saw the snarling tribe appear around the corner as well.

"They're coming! They're coming!" The man shrieked hysterically and Jack tossed the man over to the Doctor who held him reassuringly. Jack meanwhile drew a revolver, aiming it at the approaching tribe.

Lily's eyes widened but the Doctor thankfully warned sharply: "Jack, don't you dare!"

Jack glanced at the Doctor quickly, before making his decision. He lifted the gun and fired, the shot ringing through the air as the bullet shot up into the sky, harmlessly. The noise was enough to stop the tribe in its tracks, alarmed, and Lily and Martha dashed over to the Doctor. Lily took the frightened man from the Doctor, letting him clutch her instead while Martha stepped forward, examining the tribal creatures.

"What the hell are they?" She asked incredulously as they stared at the painted faces of the humanoid figures; except for their large, pointed teeth and the strange markings on their faces, they could probably pass as humans.

The man cried in answer: "There's more of them. We've got to keep going."

The Doctor pulled the man to face him calmly as he soothed: "I've got a ship nearby. It's safe. It's not far, it's over there."

He looked over the hill where they'd come from, but his face fell as they saw more tribesmen appearing over the crest of the hill, running towards them as they yelled war cries.

"Or maybe not." The Doctor muttered, his brows furrowing, and the man informed them quickly: "We're close to the silo. If we get to the silo, then we're safe!"

He was glancing around anxiously and the Doctor questioned: "Silo?"

Lily nodded rapidly as she said quickly: "Works for me."

Jack nodded too as he agreed: "Silo."

"Silo for me, too." Martha added and they ran for it. The man took the lead, showing them the way. The Doctor grabbed Lily's hand and held on tight as they ran, not letting her go once.

Jack followed the man while Martha ran as fast as she could behind the Doctor and Lily. They turned a corner and the man yelled: "It's the Futurekind!"

Lily saw they were approaching a gated compound, surrounded by metal gates and bared wires and heavily guarded by armed men.

"Open the gate!" Their guide screamed as the guard yelled back: "Show me your teeth!"

The man bared his teeth for the guard as the rest of the group crashed into the gate, unable and unwilling to stop their momentum as the Futurekind chased behind them.

The snarling of the Futurekind was getting louder, and Doctor pulled Lily in front of him, closer to the gate, protectively as the guard ordered frantically: "Show me your teeth! Show me your teeth!"

Their guide said urgently as the Futurekind turned the corner: "Show him your teeth."

They all bared their teeth quickly, and the guard yelled: "Human! Let them in! Let them in!"

Jack dashed through as the gates opened. The Doctor pushed Lily through after Jack, and then let Martha through before he slipped in himself. As soon as the Doctor slipped through, the guards were yelling: "Close! Close! Close!"

A guard fired his machine gun through the gap in the gates as the gates closed, aiming just in front of the feet of the Futurekind and keeping them at bay. The Futurekind leader snarled at them as he growled: "Humans. Humani. Make feast."

The guard simply lifted his gun to aim directly at the leader as he ordered harshly: "Go back to where you came from. I said, go back. Back!"

The other guards also lifted their guns, following their leader.

"Oh, don't tell him to put his gun down." Jack griped at the Doctor, and the Doctor retorted: "He's not my responsibility."

Jack replied scathingly: "And I am? Huh, that makes a change."

"Boys, not now." Lily scolded, and both men turned away from each petulantly.

The Futurkind leader meanwhile was snarling: "Kind watch you. Kind hungry."

And with that the leader howled at his tribe and the Futurekind backed away, growling and snarling at the group lowly as they left. The head guard lowered his gun, turning away and walking past the group while the other guards shut the gates firmly.

"Thanks for that." The Doctor commented wryly as the guard passed by, but the guard just said gruffly: "Right. Let's get you inside."

They all turned and followed the guard, the Doctor looking around curiously as he held Lily's hand loosely. Martha and Jack kept glancing back at where the Futurekind had been, still a little shaken from the encounter.

The man they'd arrived with spoke to the guard: "My name is Padra Toc Shafe Cane. Tell me. Just tell me, can you take me to Utopia?"

Lily turned her full attention to the man, noting the Doctor doing the same. The guard replied triumphantly with a grin: "Oh yes, sir. Yes, I can."

With that, the guard led them inside the compound. Lily kept her eyes on the guard curiously while the Doctor turning his gaze back to everything around them, a slight frown crossing his face.


	70. 26-2 Professor Yana

"It looks like a box," the Doctor was telling the man they'd been left in the care of, "a big blue box. I'm sorry, but I really need it back. It's stuck out there."

Lily rolled her eyes as the Doctor kept trying to get a response even though the man, who'd been introduced as Atillo, was completely ignoring the Doctor. Atillo just handed out some kind of token to each of them silently, and the Doctor gave up as Atillo reached him and just handed him a token as well.

The group all examined their tokens curiously while Padra said to Atillo urgently: "I'm sorry, but my family were heading for the Silo. Did they get here?"

Atillo just stood silently and the Doctor turned to look at Padra over Lily's head as the other man continued: "My mother is Kistane Shafe Cane. My brother's name is Beltone…"

Atillo finally spoke as he explained: "The computers are down but you can check the paperwork. Creet!"

He called and a young boy with long curly blond hair poked his head out around a machine.

"Passenger needs help." Atillo explained and the boy walked out carrying a clipboard, saying firmly: "Right. What do you need?"

Padra walked over to the boy quickly, peering at the clipboard and beginning to spell the names.

Lily and Martha looked at the boy in disbelief, incredulous that one so young was working around here. Jack meanwhile glanced over at the Doctor as Atillo addressed the Doctor in a puzzled tone.

"A blue box, you said." He asked with a confused frown.

The Doctor explained: "Big, tall. Wooden. Says Police." He added as an afterthought.

Lily rolled her eyes fondly, but lit up as Atillo said: "We're driving out for the last water collection. I'll see what I can do."

"Thank you." The Doctor nodded, and Lily added sincerely: "Thank you so much."

Meanwhile, Creet seemed to have found no luck in finding Padra's family in the records. He called authoritatively: "Come on."

Lily turned to look back at the boy, her face falling as she saw the old look on the young face. The men turned to follow but Martha stepped forward, also thinking along the same lines as she asked: "Sorry, but how old are you?"

The boy just called over his shoulder: "Old enough to work. This way."

He gestured with his head while Lily's face fell further. The boy looked about ten. She and Martha exchanged glances but none of them said any more. The Doctor walked at the back, right behind Lily, pausing to examine the token once more before he followed them group with a grave expression. Creet lead them through various corridors, passing walls plastered with pictures of missing loved ones.

People sat around the edges of the corridors, each settled in their spots and some even sleeping on the floor. The boy called as they walked: "Kistane Shafe Cane. Kistane Shafe Cane. Kistane and Biltone Shafe Cane? We're looking for a Kistane and Beltone Shafe Cane."

Lily and the Doctor's faces darkened as they looked around at all the people crowded in. Padra joined in the boy's calls, asking desperately: "The Shafe Canes, anyone? Kistane from Red Force Five? My name's Padra."

As they continued down, Martha said in a hushed voice: "It's like a refugee camp."

Jack took in a deep whiff and pulled a face as he declared: "Stinking." He accidentally came face to face with a man and Jack said apologetically: "Oh, sorry. No offence. Not you."

The Doctor smirked over his shoulder as he asked amusedly: "Don't you see that? The ripe old smell of humans. You survived!"

Lily wrinkled her nose as the Doctor added in what she called his obnoxious voice: "Oh, you might have spent a million years evolving into clouds of gas, and another million as downloads, but you always revert to the same basic shape. The fundamental humans."

At least he finished in a much kinder, more appreciative tone.

He paused and as the boy continued to lead them in further, he commented: "End of the universe and here you are. Indomitable! That's the word." He grinned at Lily. "Indomitable! Ha!"

Martha smiled at his enthusiasm while Lily laughed, shaking her head. Jack was behind the pair and he looked over as he heard the girl's laugh ring like chimes. He glanced at the Doctor and saw the man's face soften, his eyes lighting up. He grinned to himself- it looked like the Doctor hadn't been exaggerating.

He'd never seen that expression on the man's face before, and so he concluded that it looked like the Doctor had indeed found the love of his life. It was as Jack was thinking this that Creet called again: "Is there a Kistane Shafe Cane?"

A woman finally answered. "That's me."

They all saw an older woman standing up from the far end of the corridor. Padra gasped: "Mother?"

The woman gaped, her hands flying to her mouth as she whispered: "Oh, my God."

Padra dashed to his family, crying happily: "Beltone?"

Martha beamed while Lily smiled, leaning on the Doctor contently as Martha declared happily: "It's not all bad news."

The Doctor suddenly noticed an interesting door and walked over, Lily following him curiously. The Doctor pulled out his sonic, pointing it at the door while Lily peered over his shoulder.

The other two didn't notice, Martha watching as Jack approached a handsome young man, introducing: "Captain Jack Harkness. And who are you?" He asked flirtatiously.

"Stop it." The Doctor said severely. Jack rolled his eyes, Martha giggled while Lily's smile widened, glancing between the two men as the Doctor ordered: "Give us a hand with this."

Jack and Martha walked over as the Doctor explained: "It's half deadlocked. I need you to overwrite the code."

Jack began to type at the keypad while the Doctor began to sonic the top lock on the door.

"Let's find out where we are." He muttered. The door slid open and the Doctor walked through only to yell, clutching the side to stop himself from falling through as they found themselves a few stories up from the ground. The door had just been a hole carved into the side of a completely flat rock silo, leaving no footing for the Doctor.

Jack grabbed him quickly, stabilizing him while Lily yelped as the action hit her a little and she swayed at the edge. Martha grabbed her friend, pulling her further back for good measure.

"Gotcha." Jack said as he pulled the Doctor in while Martha checked Lily.

"Thanks." The Doctor replied, Lily nodding her thanks to Martha as the four of them peered out and looked around.

"How did you cope without me?" Jack teased and the Doctor snorted. Lily's eyes widened as she saw what was in the center of the silo.

Martha breathed in awe: "Now that is what I call a rocket."

They all stared at the huge ship that was at once eerie and breathtaking. The Doctor murmured: "They're not refugees, they're passengers."

"He said they were going to Utopia." Martha repeated as she remembered the mens' words from earlier.

The Doctor murmured: "The perfect place. Hundred trillion years, it's the same old dream. You recognize those engines?" He asked abruptly as he looked down at the bottom of the rocket.

"Nope." Jack replied flatly. He added: "Whatever it is, it's not rocket science."

Lily raised her brows as she examined the engines curiously. Jack commented: "But it's hot, though."

"Boiling." The Doctor agreed.

They all backed out, closing the door behind them as the Doctor asked with a frown: "But if the universe is falling apart, what does Utopia mean?"

Suddenly they were joined by a beaming old man dressed in formal attire. The man stopped beside Jack and he opened his mouth delightedly when he noticed the Doctor. He paused and looked between the two men, turning his head this way and that, and finally took a stab at a guess.

"The Doctor?" He asked Jack, who pointed at the Doctor as the Doctor replied: "That's me."

Lily suppressed a smile as the old man clapped his hands enthusiastically as he cried: "Good!" He continued: "Good! Good."

He grabbed the Doctor's hand and pulled the man along with him as he dashed off down the corridor excitedly. The others followed in a mix of confusion and amusement as the old man continued to cry: "Good. Good. Good. Good. Good. Good. Good."

The Doctor turned back to his companions as he commented: "It's good apparently."

Lily laughed while Martha replied: "You think?"

The old man led them into a laboratory where a woman with an blue insectide face said enthusiastically: "Chan welcome tho."

The old man just pulled the Doctor through and showed him a machine, getting straight to business as he explained: " Now, this is the gravitissimal accelerator. It's past its best but it works."

As the rest of the group stepped inside after the Doctor, the insectide woman greeted warmly: "Chan welcome tho."

Lily smiled at the woman; while she was very interesting looking, the woman was also absolutely adorable with her soft voice and smile. The old man dashed over to a computer while the Doctor pulled out his glasses as he looked around with a frown.

The old man was saying: "And over here is the footprint impellor system. Now, do you know anything about endtime gravity…" The Doctor walked after the old man, examining at the machines.

The others were still by the door, and Martha smiled at the woman as she asked: "Hello. Who are you?"

The woman looked delighted to be having a conversation and she answered happily: "Chan Chantho tho."

Lily raised a brow in amusement while Jack grinned charmingly as he introduced: "Captain Jack Harkness."

"Stop it." The Doctor called from where he was examining the machines and Martha crossed her arms amusedly while Jack retorted: "Can't I say hello to anyone?"

Lily shared a grin with Martha while Chantho replied earnestly: "Chan I do not protest tho."

Jack smiled as he promised: "Maybe later, Blue."

He winked and the woman almost blushed. Lily was highly amused as she watched while Jack returned to business, asking: "So, what have we got here?"

He and Lily walked into the lab. Martha looked startled before she followed quickly, joining them as Jack dropped his backpack onto the floor.

The Doctor was asking the old man: "And all this feeds into the rocket?"

The man replied: "Yeah, except without a stable footprint, you see, we're unable to achieve escape velocity."

The Doctor examined the computers while the old man said in exasperation: "If only we could harmonise the five impact patterns and unify them, well, we might yet make it."

He turned back to the Doctor as he pleaded: "What do you think, Doctor? Any ideas?"

Lily looked up from where she and Jack had been looking around in a corner as the Doctor began confidently: "Well, er," he started to turn on the spot as he looked around at the machines.

"Basically," the Doctor continued. Lily and Jack walked over to them as the old man watched the Doctor with eyes shining expectantly.

"Sort of…" the Doctor went on and Lily raised a brow.

"Not a clue." The Doctor admitted as he turned back to the old man.

Lily rolled her eyes, having expected that while the old man gaped and asked incredulously: "Nothing?"

The Doctor shrugged as he explained: "I'm not from around these parts. I've never seen a system like it."

The old man had turned away sadly and the Doctor added apologetically: "Sorry."

"No, no. I'm sorry." The old man replied, sighing. "It's my fault. There's been so little help."

Suddenly Martha said disgustedly from the corner where Lily and Jack had left her: "Oh, my God."

They looked over to see Martha had pulled out a transparent cylinder that held a hand preserved in clear liquid. She placed it on a nearby table as the group walked over, and Martha said to Jack, horrified: "You've got a hand?"

Jack just leaned against the wall with a shrug. The Doctor walked past to sit across from the hand while Lily stood where she was, peering at the hand. Martha continued: "A hand in a jar."

Lily frowned as she suddenly felt like she recognized that hand.

"A hand in a jar in your bag." Martha said incredulously when the Doctor suddenly piped up: "But that, that, that's my hand."

"I said I had a Doctor detector." Jack replied lightly.

Lily wrinkled her nose while Chantho asked, sounding a little disturbed: "Chan is this a tradition amongst your people tho?"

Martha cried, still perturbed: "Not on my street."

She then turned to the Doctor as she demanded: "What do you mean, that's your hand? You've got both your hands, I can see them."

The Doctor grimaced as he replied: "Long story. I lost my hand, Christmas Day, in a swordfight."

Lily wrinkled her nose again as she remembered the fight with the Sycorax. Martha snorted as she asked mockingly: "What? And you grew another hand?"

The Doctor paused.

"Um…yeah," he said sheepishly, "yeah, I did. Yeah."

Martha's face darkened as she glowered at him, thinking he was mocking her. The Doctor just wiggled his fingers at her as he said: "Hello."

"I forgot about that. It still gives me the creeps, really." Lily commented as she looked at the Doctor's regrown hand. Martha looked at the brunette incredulously as the girl sighed: "That was the first time we met, too."

The Doctor grinned while Martha just gaped at the pair. The old man interrupted as he asked confusedly: "Might I ask, what species are you?"

The Doctor leaned back as he said dramatically: "Time Lord, last of."

The old man looked confused and the Doctor added: "Heard of them?"

His brows lifted, and he questioned: "Legend or anything?"

When the old man shrugged a little, looking confused the Doctor asked incredulously: "Not even a myth? Blimey, end of the universe is a bit humbling."

Lily patted his arm in mock comfort and he glared playfully at her when Chantho suddenly piped up: "Chan it is said that I am the last of my species too tho."

The Doctor's brows furrowed as he asked: "Sorry, what were your names?"

The old man looked surprised and then a little sheepish as he introduced: "Professor Yana. This is my assistant and good friend, Chantho. A survivor of the Malmooth. This was their planet, Malcassairo, before we took refuge." He added, almost thoughtfully.

Lily's face fell and the Doctor asked sympathetically: "The city outside, that was yours?"

Chantho nodded as she explained: "Chan the conglomeration died tho."

The Doctor looked up and he cried excitedly: "Conglomeration! That's what I said."

Lily smacked his shoulder chidingly.

"Ow." The Doctor complained, looking at her.

She looked at him pointedly while Jack muttered: "You're supposed to say sorry."

"Oh," the Doctor murmured. "Yes."

He leaned forward again as he said to Chantho: "Sorry."

Chantho smiled as she answered: "Chan most grateful tho."

Martha suddenly chimed in as she said slowly: "You…" the Doctor looked over at her expectantly, "grew… another hand?"

Lily rolled her eyes in exasperation while the Doctor just wiggled his fingers at Martha as he chirped: "Hello, again."

Martha looked at him slowly, before pulling a face.

The Doctor stood up, saying comfortingly: "It's fine. Look, really, it's me."

He raised the hand to her for her to shake. Martha took it slowly. She finally snorted, although her voice was still a little shaky as she commented: "All this time and you're still full of surprises."

The Doctor winked at her, and Martha added: "But Lily's right, it does still me the creeps a little."

The Doctor just smirked while Lily grinned. Chantho laughed as she commented: "Chan you are most unusual tho."

The Doctor shrugged as he murmured: "Well."

Jack continued, bringing them back to the situation at hand as he asked the Professor: "So what about those things outside? The Beastie Boys. What are they?"

Yana explained: "We call them the Futurekind, which is a myth in itself," he added and Jack raised a brow, "but it's feared they are what we will become," at that the Doctor raised his brow, "unless we reach Utopia."

Yana nodded in satisfaction as he finished.

The Doctor prompted: "And Utopia is?"

"Oh, every human knows of Utopia." Yana scoffed. "Where have you been?"

The Doctor shrugged as he said lightly: "Bit of a hermit."

Yana repeated in disbelief: "A hermit… with friends?"

He indicated the other three and the Doctor said quickly: "Hermits United. We meet up every ten years and swap stories about caves."

Yana raised his brows while Lily rolled her eyes again, grinning at the Doctor fondly as he rambled: "It's good fun, for a hermit. So, er, Utopia?" He asked again.

Yana had both brows lifted as he beckoned them over. He showed them a display on the computer screen as he explained: "The call came from across the stars, over and over again. 'Come to Utopia'. Originating from that point."

He pointed at the red blip on the screen and the Doctor asked, leaning on his chin thoughtfully: "Where is that?"

Lily looked at him in surprise while Yana explained: "Oh, it's far beyond the Condensate Wilderness, out towards the Wildlands and the Dark Matter reefs, calling us in. The last of the humans scattered across the night."

"What do you think's out there?" The Doctor asked, and Yana admitted: "We can't know. A colony, a city, some sort of haven? The Science Foundation created the Utopia Project thousands of years ago to preserve mankind," Lily and the Doctor glanced at each other but let the man continue, "to find a way of surviving beyond the collapse of reality itself. Now perhaps they found it."

Yana paused, before adding: "Perhaps not. But it's worth a look, don't you think?"

The Doctor grinned as he agreed: "Oh, yes."

The Doctor looked at the screen intently and he began to murmur: "And the signal keeps modulating, so it's not automatic."

Lily noticed Yana close his eyes, wincing against some sort of pain. She frowned, confused. The Doctor didn't notice as he continued: "That's a good sign someone's out there. And that's, oh, that's a navigation matrix. So you can fly without stars to guide you."

The Doctor finally looked over and saw the man's strange behavior.

"Professor?" He asked, but the man didn't respond, grimacing against some pain.

"Professor?" He tried again as Lily stepped closer in concern.

The Doctor held her back worriedly and he said sharply: "Professor."

The Professor's eyes snapped open and he said quickly: "I, er, ahem, right, that's enough talk. There's work to do. Now if you could leave, thank you."

The Professor walked off, and Lily caught the sad look on Chantho's face. It seemed the Professor's actions just now were not uncommon; he probably always tried to hide the pain, too, judging from Chantho's expression. Perhaps he was ill?

The Doctor asked the Professor concernedly: "You alright?"

Yana called dismissively: "Yes, I'm fine. And busy."

He hinted and the Doctor finally said: "Except," he leaned on a machine, watching the Professor like a hawk, "that rocket's not going to fly, is it?"

The Professor stopped, confirming the Doctor's words. Lily's face saddened while the Doctor said quietly: "This footprint mechanism thing, it's not working."

Yana sighed and he turned to the Doctor as he said defiantly: "We'll find a way."

"You're stuck on this planet." The Doctor continued, ignoring him. "And you haven't told them, have you?"

He raised his brows and the Professor looked away, ashamed and despairing.

Chanthos's face had also become crestfallen as Yana sat down dejectedly while the Doctor continued in a low voice: "That lot out there, they still think they're going to fly."

Yana said sadly: "Well, it's better to let them live in hope."

The Doctor suddenly smirked as he declared: "Quite right, too."

Yana looked startled and Lily and Jack smiled as the Doctor walked to the old man, saying: "And I must say, Professor er, what was it?"

Jack hefted up his coat, waiting expectantly while Yana glanced at them as he replied confusedly: "Yana."

The Doctor continued: "Professor Yana. This new science is well beyond me, but all the same, a boost reversal circuit, in any time frame, must be a circuit which… reverses the boost."

Lily smiled fondly at the Doctor's lame finish, but the Doctor just picked up a cable as he said: "So, I wonder, what would happen…" he soniced the cable, "if I did this?"

He pulled the switch on the cable and suddenly the power surged and the machine lit up. Yana looked around in wonder as Chantho gasped: "Chan it's working tho!"

Yana stood up, looking around in awe. He asked, his voice choking a little with joy: "But how did you do that?"

The Doctor shrugged as he answered lightly: "Oh, we've been chatting away, I forgot to tell you."

He paused and then grinned.

"I'm brilliant." He finished with satisfaction.

Jack and Martha rolled their eyes, but Lily smiled at him. The Doctor winked at her, grinning from ear to ear, as she beamed right back at him.

* * *

The order went out to prepare everyone for boarding. The Doctor dashed about the lab, working quickly while the rest of the group stood at different machines, also working furiously as the intercom systems announced: "All passengers prepare for boarding. Destination, Utopia!"

The troops who'd been outside were also all ordered inside, and Martha and Chanthos left to check that all the people in the silo made it onto the rocket safely. Jack and Lily were working intently at one of the computers when the Doctor suddenly asked as he sniffed one of the wires on another machine: "Is this?"

Yana glanced up and nodded as he replied: "Yes, gluten extract. Binds the neutralino map together."

The Doctor said in shock: "That's food." He whipped off his glasses as he asked in awe: "You've built this system out of food and string and staples?"

The other man didn't reply, not needing to and the Doctor said sincerely: "Professor Yana, you're a genius."

Yana retorted as he looked at the Doctor pointedly: "Says the man who made it work."

The Doctor shrugged as he murmured: "Oh, it's easy coming in at the end, but you're stellar. This is, this is magnificent." He breathed.

Yana smiled a little at that, pleased, and Lily looked over, her face soft as she saw the man's genuine pleasure. The Doctor added: "And I don't often say that because, well," he muttered somewhat sheepishly, "because of me."

Yana sighed as he admitted: "Well, even my title is an affectation. There hasn't been such a thing as a university for…" he thought and then sighed, "over a thousand years. I've spent my life going from one refugee ship to another."

Lily's smile dropped. Jack also glanced over at the old man sympathetically. The Doctor comforted in a low voice: "If you'd been born in a different time, you'd be revered.

Yana snorted but the Doctor said sincerely: "I mean it. Throughout the galaxies."

Yana snorted. "Oh, those damned galaxies. They had to go and collapse." He said jokingly, and Lily smiled as the Doctor's lips twitched in amusement

Yana commented, half joking half serious: "Some admiration would have been nice. Yes, just a little… just once." He murmured.

Lily smiled as the Doctor pointed out gently: "Well, you've got it now."

Jack grinned and he moved away to start another machine on the other side of the room while Lily leaned back and observed the Doctor and the Professor. Yana smiled too, but the Doctor added, becoming serious: "But that footprint engine thing. You can't activate it from onboard."

Lily looked over in surprise, her smile dropping as the Doctor continued, observing Yana closely: "It's got to be from here. You're staying behind."

Lily's face saddened, but Yana just said simply: "With Chantho. She won't leave without me. Simply refuses."

"I know what that's like." The Doctor murmured. He glanced at Lily who gave him a sad smile. Yana grinned but the Doctor continued, his voice low with respect: "You'd give your life so they could fly."

Yana shrugged it off as he murmured: "Oh, I think I'm a little too old for Utopia. Time I had some sleep."

Yana smiled, and the Doctor just nodded. Suddenly, a voice called over the intercom: "Professor, tell the Doctor we've found his blue box."

The Doctor looked up in delight as he called happily: "Ah!"

"Doctor? Lily?" Jack called as he stared at a screen. The Doctor and Lily quickly walked over, peering at the screen to see the Tardis coming in.

Yana wandered over behind them and the Doctor said cheerily: "Professor, it's a wild stab in the dark, but I may just have found you a way out."

He clapped the Professor on the shoulder, quickly dashing back to finish his work. Lily turned to beam at the Professor, but it slid off her face as she saw the Professor's face. He looked like he was having another attack. She patted him gently and he glanced at her with wide eyes.

"You alright?" She asked and he nodded, trying to brush it off, but she suggested: "Take a break, Professor. We've got it under control."

Yana shook his head and murmured: "It's alright. I'm fine."

He walked away and Lily watched him, worried about the poor man, but she knew this wasn't the time to care for his health. They had a rocket to launch.


	71. 26-3 You Are Not Alone

"Extra power." The Doctor declared delightedly as he dragged a cable from the Tardis, connecting it to a machine inside the lab. "Little bit of a cheat, but who's counting?"

He grinned at Lily, who smiled back, before he ordered: "Jack, you're in charge of the retro feeds."

Martha and Chantho returned, and Lily beamed at her friend. Martha grinned, her eyes lighting up even more as she saw the Tardis.

"Oh, am I glad to see that thing." She declared.

Chantho saw the Professor resting once more, holding his head and she asked concernedly: "Chan are you alright tho?"

Yana dismissed her: "Yes, I'm fine. I'm fine."

When the woman continued to hover next to him he snapped: "I'm fine."

Lily and the Doctor glanced over. Jack called over to the girls: "Connect those circuits," he indicated the pack Martha and Chantho had brought back, "into the spar, same as that last lot. But quicker."

He ordered sharply and Martha muttered: "Ooo, yes, sir."

Lily shared a grin with the other woman, but she glanced back slyly at Yana. The Doctor had moved over to Yana and he said softly: "You don't have to keep working. We can handle it."

Yana sighed as he replied: "It's just a headache. It's just, just noise inside my head, Doctor. Constant noise inside my head."

The Doctor bent down, and he frowned a little as he asked gently: "What sort of noise?"

Yana frowned and he tried to explain: "It's… the sound of drums. More and more, as though it's getting closer."

"When did it start?" The Doctor asked seriously.

Yana replied sadly: "Oh, I've had it all my life. Every waking hour. Still," he sniffed bravely, "no rest for the wicked."

He grinned at the Doctor and rose, getting back to work.

The Doctor smiled back, but his expression was thoughtful. He glanced up at Lily as she returned, having gotten through her share of the pile. Martha and Chantho were still busy with theirs but they'd urged her to take a short break instead.

"Everything alright?" She asked and the Doctor nodded slowly.

"Maybe." He murmured and she raised her brows.

"That's reassuring." She muttered and he smiled.

He glanced around and then quickly pressed a kiss to her cheek. She smiled softly as he said reassuringly: "Don't worry about it."

They moved to the main computer, getting ready to head into the final stage. The Doctor placed his glasses back on while Lily walked over to Martha and Chantho as the pair walked over, done with their circuits.

Jack walked up to the Doctor as the Doctor worked, and whispered as he leaned on the other man's shoulder: "I saw that."

"Saw what?" The Doctor feigned ignorance but Jack said slyly: "I saw your little couple moment. Very cute."

The Doctor didn't reply and Jack chuckled.

"If you've got time to play boyfriend, maybe you're not working enough." He teased and the Doctor groaned: "Don't start."

Jack grinned and he walked to another machine, starting to prepare. The Doctor growled a little but focused back on his task. The girls came up as Yana went to the computer that was video-linked to Atillo, calling: "I'm here! We're ready!"

He explained: "Now all you need to do is connect the couplings, then we can launch."

He groaned in exasperation as Atillo's face disappeared from the screen and he cried crossly: "For God sake! This equipment. Needs rebooting all the time."

Martha quickly hurried over as she asked: "Anything I can do? I've finished that lot."

Yana said gratefully: "Yes, if you could. Just press the reboot key every time the picture goes."

Martha replied: "Certainly, sir. Just don't ask me to do shorthand." She joked and Yana laughed: "Right."

As Atillo's face retuned Yana called: "Send your man inside. We'll keep the levels down from here."

They watched as a heavily suited man walked into a dimly lit room and Atillo confirmed: "He's inside. And good luck to him." Atillo added in a mutter and Yana hurried over to Jack and Chantho, saying: "Captain, keep the dials below the red."

The Doctor suddenly piped up curiously: "Where is that room?"

Yana turned, and explained: "It's underneath the rocket. Fix the couplings and the footprint can work."

He walked back to the computer screen as he added the catch: "But the entire chamber is flooded with stet radiation."

Lily and the Doctor followed him, the Doctor's face furrowing as he repeated: "Stet? Never heard of it."

Lily glanced at him as Yana replied shortly: "You wouldn't want to. But it's safe enough, if we can hold the radiation back from here."

The Doctor was still frowning deeply and Lily murmured: "Well, it is the year one hundred trillion. You said you'd never been this far, so maybe it's something new."

He nodded, unconvinced, and they watched the monitor silently as the man began to set up the equipment. He clicked the first cable, locking it into place and making the connection. Immediately an alarm starting blaring and Yana murmured: "It's rising. Naught point two."

He turned to Jack, calling anxiously: "Keep it level!"

"Yes, sir." Jack replied, and Yana returned his attention to the screen as they saw the man make the second connection. Suddenly the whole place shook, and there was a shrill beeping as the lights flickered. They all looked up and around in alarm.

"Chan we're losing power tho!" Chantho gasped. Jack held her shoulders, calming the woman while the group stood still for a moment, trying to find a calm solution. Suddenly the alarm blared faster and louder and they all bolted.

The Doctor ran to the screens, Lily dashing to the controller while Jack ran for a toolbox.

"Radiation's rising!" The Doctor shouted and Jack yelled back: "We've lost control!"

Yana was working the controls to the chamber frantically as he said in horror: "The chamber's going to flood."

The Doctor moved to the wires of the machine, shouting: "Jack, override the vents!"

Lily worked the few machines she could, but it was well out of her depth. The Doctor had had to walk her through putting it together in the first place- and taking it apart would certainly not help. Jack pulled on protective gloves and wrenched out some cables, shouting as he held the sparking lines: "We can jump start the override."

He didn't wait for an okay as he shoved the cables together. Lily was alarmed when the Doctor yelled in warning: "Don't! It's going to flare!"

The power surged through and Jack shrieked in pain as the electricity flowed through. Martha stepped forward as the man was electrocuted, but Lily grabbed her, holding her away. There was nothing they could do to help. He collapsed after a moment, dead.

Lily let Martha go. She glanced at the computer screen, just in time to see the man in the chamber disintegrate into particles as the radiation overcame him. She turned away as Martha dashed over to Jack, crying: "I've got him."

Chantho darted forward as she warned quickly: "Chan don't touch the cables tho."

The woman pushed the cables away gently, making sure to only touch the middles where it was safely covered. Martha began to prepare for emergency CPR and Yana murmured as he stood over the prone man: "Oh, I'm so sorry."

Lily stood by the Doctor as he stood behind them all. He asked in a low voice: "The chamber's flooded with radiation, yes?"

Martha began to work on Jack's body as Yana said dejectedly: "Without the couplings, the engines will never start. It was all for nothing."

The Doctor said airily: "Oh, I don't know."

He grabbed Lily's hand, squeezing it reassuringly as he stepped forwards, and ordered: "Martha, leave him."

He grabbed Martha with his other hand, pulling her away.

"You've got to let me try." Martha argued and the Doctor just replied as he tugged her up: "Come on, come on, just listen to me. Now leave him alone."

Martha glanced back down at Jack, while Lily patted her elbow. She couldn't believe Martha had forgotten. The Doctor addressed Yana as he said: "It strikes me, Professor, you've got a room which no man can enter without dying. Is that correct?"

Yana scoffed derisively: "Yes."

He bowed his head in anger but the Doctor just said lightly: "Well…"

Jack gasped, coming back to life. Martha stared down at the man in shock while the Doctor removed his glasses casually commenting: "I think I've got just the man."

Yana stared at Jack in absolute shock as the resurrected man asked incredulously: "Was someone kissing me?"

Martha gasped a laugh, almost hysterically. Lily just grinned at the man as she smirked: "Mm-Hm…"

Jack stared at her in disbelief and then glanced at the Doctor. She and the Doctor rolled their eyes, shaking their heads at his guess and he grinned in relief.

* * *

Doctor P.O.V.

Jack and the Doctor ran to the control room as fast as they could, leaving the girls in the lab to try salvage what they could. The Doctor ordered as they rushed in: "Lieutenant, get on board the rocket! I promise you're going to fly."

Atillo protested: "The chamber's flooded."

Jack stripped off his jacket as the Doctor reassured the lieutenant: "Trust me. We've found a way of tripping the system. Run!"

Atillo did as he was ordered. The Doctor turned to Jack just as the American was removing his outer shirt.

"What are you taking your clothes off for?" He asked incredulously and Jack replied as though it was obvious, nodding at the chamber door: "I'm going in."

The Doctor turned to look at it, seeing the bundle of clothes left behind by the last man that had walked into that chamber.

"Well, by the looks of it, I'd say the stet radiation doesn't affect clothing, only flesh." The Doctor pointed out as he turned back to Jack, who shrugged.

"Well, I look good though." He said offhandedly as he walked to the door. He paused and turned back to the Doctor.

"How long have you known?" He asked seriously and the Doctor answered darkly: "Ever since I ran away from you."

They stayed like that, silent, as they remembered when the Doctor had left Jack stranded in his previous incarnation. The Doctor broke away first as he murmured: "Good luck."

Jack nodded once before quickly opening the door, shutting it behind him as fast as he could. He winced as the radiation began to affect him but forced himself to move, beginning to connect the cables.

* * *

Lily P.O.V.

Martha was trying to reboot the monitor, muttering: "We lost picture when that thing flared up."

Chantho and Lily stood beside her, Yana a little further to the side, all of them tense. Martha tried calling: "Doctor, are you there?"

Lily sighed in relief as the Doctor's voice came across: "Receiving, yeah. He's inside."

Martha smiled, grinning at Chantho's surprise and she checked: "And still alive?"

The Doctor snorted: "Oh, yes."

Yana murmured in shock: "But he should evaporate. What sort of a man is he?"

Martha shook her head, replying: "I've only just met him."

Yana looked at Lily questioningly but the brunette also shook her head while Martha continued to explain: "The Doctor sort of travels through time and space and picks people up."

Lily wrinkled her nose, just as Martha grimaced too. Martha muttered: "God, I make us sound like stray dogs."

She thought about it and then added: "Maybe we are."

"Definitely are." Lily sighed and Martha nodded in agreement.

Yana asked slowly: "He… travels… in time?"

Martha sighed as she said: "Don't ask me to explain it."

Lily noticed Yana looking off as he turned around, as though reeling in shock.

Lily watched him in concern as Martha continued, pointing at the Tardis: "That's a Tardis, that box thing. The sports car of time travel, he says."

Lily watched and suddenly she had an uneasy feeling in her gut as she saw Yana stop before the Tardis, staring at it like a blind man seeing a flicker of light for the first time.

* * *

Doctor P.O.V.

The Doctor watched Jack work, and he asked: "When did you first realise?"

Jack glanced up as he answered: "Earth, 1892. Got in a fight in Ellis Island. A man shot me through the heart. Then I woke up." He said flatly and the Doctor's brow raised.

Jack continued as he worked: "Thought it was kind of strange. But then it never stopped."

He paused his work as he listed: "Fell off a cliff, trampled by horses, World War One, World War Two, poison, starvation, a stray javelin."

The Doctor grimaced, only imagining the pain that must've caused. Jack continued sarcastically: "In the end, I got the message."

He started to work again, snarling as he pulled on a cable: "I'm the man who can never die. And all that time you knew." He accused.

The Doctor agreed, admitting: "That's why I left you behind. It's not easy even just…" the Doctor shook his head, almost fearfully, "looking at you, Jack, because you're wrong."

"Thanks." Jack snapped back and the Doctor pointed out: "You are. I can't help it."

Jack grimaced while the Doctor continued: "I'm a Time Lord. It's instinct. It's in my guts."

He looked at Jack and the man looked back at him, the two staring at each other as the Doctor bit out: "You're a fixed point in time and space. You're a fact. That's never meant to happen."

Jack went back to the cable but he looked up again in surprise when the Doctor continued: "Even the Tardis reacted against you, tried to shake you off. Flew all the way to the end of the universe just to get rid of you."

Jack grunted as he bit out: "So what you're saying is that you're, er," he snapped in the cable, "prejudiced?"

He went to the next one and the Doctor smiled a little as he murmured: "I never thought of it like that."

Jack snorted and mock-chided: "Shame on you."

The Doctor just rubbed his eye as he tossed back carelessly: "Yeah."

Jack asked: "And when did you tell Lily? She knew earlier, when I got electrocuted."

The Doctor raised a brow as he corrected: "I never told her."

Jack looked at him in surprise while the Doctor pointed out: "I did tell you she was clever."

* * *

Lily P.O.V.

Lily heard that in surprise and turned back to the blank computer. Martha glanced at her as they heard Jack reply: "Yeah, well, I thought you meant relatively. You went on about Rose being brilliant before-"

Martha made a face to which Lily sent her a chiding look back as the Doctor interrupted: "She was. Is."

Jack continued as he pointed out: "I never said she wasn't. But let's be honest- Rose wasn't that bright. Brilliant, but not terribly clever. Lily, she's clever. Still human, but clever."

There was another pause and the Jack sighed.

"Speaking of Rose, and what happened. Last thing I remember, back when I was mortal, I was facing three Daleks. Death by extermination. And then I came back to life. What happened?"

"Rose." The Doctor replied.

Martha clenched her hand, but Lily stepped forward, patting her gently. Martha looked unhappy but she loosened her fist as Jack said confused: "I thought you'd sent her back home."

The Doctor retorted: "She came back. Opened the heart of the Tardis and absorbed the time vortex itself."

Lily frowned- she hadn't known about this. Thankfully, Jack asked: "What does that mean, exactly?"

The Doctor explained: "No one's ever mean to have that power. If a Time Lord did that, he'd become a god. A vengeful god."

Lily's face blanched. How had Rose survived that? The Doctor continued quietly. "But she was human."

Martha bowed her head, coming to understand at last what attraction Rose had held. Lily however listened intently, anxious about her cousin, as the Doctor elaborated: "Everything she did was so human. She brought you back to life but she couldn't control it. She brought you back forever. That's something, I suppose. The final act of the Time War was life."

Jack asked: "Do you think she could change me back?"

Lily sighed in relief as the Doctor answered: "I took the power out of her."

There was a pause before the Doctor told Jack seriously: "She's gone, Jack. She's not just living on a parallel world, she's trapped there. The walls have closed."

Jack paused and then murmured: "I'm sorry."

"Yeah." The Doctor murmured back.

Jack pointed out: "At least you had Lily."

"For now." The Doctor said quietly.

Lily frowned at that but Jack continued as he admitted: "I went back to her estate, Rose's, in the nineties, just once or twice. Watched her growing up. Never said hello. Timelines and all that."

He paused as he realized something. "Oh, wait… there was a brunette girl once, about ten years old at the time. Very pretty, and very sweet. She gave me a candy because she thought I was homeless and hungry… Must've been Lily."

The Doctor abruptly asked: "Do you want to die?"

Jack didn't answer the question as he grunted: "Oh, this one's a little stuck."

The Doctor didn't let him avoid the question as he said sternly: "Jack?"

There was a pause and then Jack admitted: "I thought I did. I don't know. But this lot. You see them out here surviving, and that's fantastic."

Lily smiled at that softly while the Doctor's voice became lighter again as he said thoughtfully: "You might be out there, somewhere."

"I could go meet myself." Jack said laughingly and the Doctor teased: "Well, the only man you're ever going to be happy with."

Jack laughed at that and he commented: "This new regeneration, it's kind of cheeky."

The Doctor just laughed with him. Martha smiled, laughing as she commented: "I never understand half the things he says."

Lily remembered she hadn't explained the regeneration to her and opened her mouth but Martha suddenly called in alarm: "What's wrong?"

Lily turned to see Yana breathing heavily, tears falling down his cheeks as he leaned heavily against a machine. They walked over quickly in concern as Chantho asked: "Chan Professor, what is it tho?"

At that moment, Lily realized Chantho loved the Professor- it was there, in the loving caress in her voice. Her thoughts were broken as Yana said sorrowfully: "Time travel. They say there was time travel back in the old days. I never believed."

His tears fell as he murmured scornfully: "But what would I know? Stupid old man." He chided himself.

Martha smiled a little sadly while Lily patted the old man's arm comfortingly.

He continued: "Never could keep time. Always late, always lost. Even this thing never worked."

He sobbed a little as he pulled out an ornately decorated fob watch. Martha and Lily's eyes widened and Lily's blood ran cold as she stared at it. It was too familiar, too similar to be a coincidence.

She swallowed heavily while Yana continued, lamenting: "Time and time and time again. Always running out on me."

"Can I have a look at that?" Martha asked suddenly, her voice also choked.

Yana glanced down at the watch as he dismissed: "Oh, it's only an old relic. Like me."

He lamented again and Martha asked pressingly: "Where did you get it?"

"Martha…" Lily warned, not sure if it was a good idea to draw the man's attention to the watch.

Yana answered: "Hmm? I was…" he paused and he frowned as he said slowly, "found with it."

Lily paused, and her stomach dropped. Martha asked: "What do you mean?"

Lily tried to signal her to stop talking, but Martha was too focused on Yana as he replied: "An orphan in the storm. I was a naked child found on the coast of the Silver Devastation. Abandoned, with only this."

"Have you ever opened it?" Martha asked.

Lily tried to step on Martha's foot but the woman was focused on Yana as he replied confused: "Why would I? It's broken."

Martha asked, ignoring Lily: "How do you know it's broken if you've never opened it?"

Yana explained, but he was sounding increasingly agitated: "It's stuck. It's old. It's not meant to be. I don't know."

He paused and then he asked as he focused on Lily's terrified face. She'd tried to cover it but it was too late- he'd seen it. "Does it matter?"

Lily shook her head quickly as she replied: "No, not at all. Martha," she grabbed her friend, "I think we should go check if the Doctor needs help."

Martha looked confused as Lily dragged her out. She began to sprint as soon as they'd left the lab, and Martha followed, jumping in surprise when Lily cried: "Why did you point it out, Martha, why?!"

"What do you mean?" Martha asked in surprise.

"Don't you remember what the Doctor was like? As soon as we brought attention to the watch after Tim Latimer brought it, it was all he could focus on!" Lily cried as they ran, and Martha asked in confusion: "But if he's a Time Lord, the Doctor's not alone! What's the problem?"

Alarms began to blare, signaling that the rocket was preparing for launch. Lily ignored it as she answered Martha darkly: "Because we don't know if he's a friend or a foe of the Doctor's."

Martha realized what Lily had been getting at. But she tried to convince herself that it was fine- they'd had to argue with the Doctor pretty hard before he'd reluctantly opened his fob watch.

They turned the corner into the control room to find both the Doctor and Jack urgently pressing buttons. The Doctor lit up as he saw them and he said excitedly: "Ah, nearly there. The footprint, it's a gravity pulse. It stamps down, the rocket shoots up. Bit primitive. It'll take the both of us to keep it stable."

At that moment a small alarm beeped and the Doctor hurried over to press it. Martha and Lily followed quickly Martha speaking first out of her guilty conscience: "Doctor, it's the Professor."

The Doctor didn't turn from what he'd been doing. Martha tried again: "He's got this watch. He's got a fob watch."

"It's the same as yours." Lily told him quietly and he froze. "Exactly the same."

The Doctor turned to look at them, his face set as he fought against confusion and fear.

"Don't be ridiculous." He muttered but the girls shook their heads firmly.

"I asked him." Martha told him, glancing at Lily guiltily before she focused back on the Doctor. "He said he's had it his whole life."

Jack called from his work in confusion: "So he's got the same watch."

Martha turned to him while Lily watched the Doctor in concern. Martha explained to Jack: "Yeah, but it's not a watch. It's this chameleon thing."

The Doctor turned back to his work as he automatically corrected but Lily could see his thoughts were elsewhere as he muttered: " No, no, no, it's this, this thing, this device, it rewrites biology. Changes a Time Lord into a human."

Jack immediately glanced over and Martha emphasized: "And it's the same watch."

"It can't be." The Doctor snapped as he glared at her.

An alarm sounded and the Doctor dashed to another control while Jack shouted: "That means he could be a Time Lord. You might not be the last one."

The Doctor just yelled: "Jack, keep it level!"

Jack quickly turned back to his panel and Martha asked desperately: "But that's brilliant, isn't it?"

The Doctor muttered at full speed: "Yes, it is. Course it is. Depends which one. Brilliant, fantastic, yeah. But they died, the Time Lords." His voice cracked. "All of them. They died."

"Not if he was human." Jack pointed out and the Doctor turned on Martha as he asked desperately: "What did he say, Martha?"

Martha stuttered and the Doctor roared as he stepped up to the woman: "What did he say?"

Martha flinched and Lily said sharply, grabbing his arm: "Doctor!"

Jack glanced over at them, also surprised at the raw anger and pain in the Doctor's voice. The Doctor glanced at Lily, and then at her hand clutching his arm in a desperate attempt to both calm and soothe him.

He turned back to Martha more calmly as she answered shakily: "He looked at the watch like he could hardly see it. Like that perception filter thing."

The Doctor asked quickly: "What about now? Can he see it now?"

Martha flinched, afraid to answer as Lily's words echoed in her head. As the rocket began its final ten countdown, the Doctor quickly turned to the controls, rapidly punching buttons.

Jack ran up, saying frantically: "If he escaped the Time War then it's the perfect place to hide. The end of the universe."

Martha suddenly piped up, shakily: "Think of what the Face of Boe said. His dying words."

Lily's blood ran cold.

"He said…" Martha started but the countdown hit zero and the Doctor pulled the final switch, and Martha screamed as the rocket began to take off, causing the whole place to rock.

Jack held Martha upright while Lily turned to the Doctor. His face was filled with fear and she knew he was thinking what she was thinking. The Face of Boe's words rang in her head again and again.

 _You. Are. Not. Alone._ YANA

* * *

Lily, Martha and Jack stood anxiously in the control room. The Doctor was on the phone, asking urgently: "Lieutenant, have you done it? Did you get velocity?"

He paused but there must've been no answer as he yelled: "Have you done it?"

"Doctor, we should go." Lily said, her voice shaking as she glanced at the doors leading back to the lab.

The Doctor glanced at her, seeing the fear on her face as he tried again: "Lieutenant, have you done it?"

Finally, he received a response. Atillo answered: "Affirmative. We'll see you in Utopia."

The Doctor quickly replied: "Good luck."

Hanging up, he grabbed Lily's hand and turned for the doors, Jack and Martha following. The doors shut in their face.

"Get it open!" The Doctor ordered as he let go of Lily's hand and soniced the top. Jack began to type on the keypad frantically as the Doctor shouted, furious: "Get it open!"

Martha's face was a mask of guilt and absolute fear, while Lily's was completely white as terror gripped her heart. The doors finally slid open and the Doctor darted out. The others quickly followed, Lily running as fast as she could, keeping pace with Jack as they ran.

The Doctor skidded to a sudden halt, and Lily shrieked as she saw the Futurekind charging around the corner. The Professor must have opened the front doors when he shut them in the control room. The Doctor spun, grabbing Lily's hand as he ran back while the war cries of the Futurekind echoed down to them as the Futurekind chased them down the halls.

"This way!" Jack shouted as he led the way down a side corridor. The Doctor pulled Lily with him, Martha behind them as she struggled to keep up.

They finally saw the lab doors and the Doctor let go of Lily's hand to run right into it, yelling: "Professor!"

Jack ran to the keypad, typing in frantically while the Doctor banged on the door desperately, shouting: "Professor, let me in! Let me in!"

He stared to sonic the door as he shouted: "Jack, get the door open now!"

The Doctor continued to shout: "Professor! Professor, where are you?! Professor! Professor, are you there? Please, I need to explain. Whatever you do, don't open that watch!"

"Too late, don't you think?!" Lily snapped, terrified.

The Doctor grit his teeth while Martha shrieked: "They're coming!"

The Futurekind had reached their corridor, their growling and snarls echoing around the whole facility. The Doctor screamed: "Professor!"

"Open the door, please!" The Doctor shouted. "I'm begging you, Professor. Please, listen to me. Just open the door, please."

Jack smashed the control panel, and the doors slid open.

They all dashed in, and the Doctor stopped a few feet in. Lily was beside him and Martha slowed to stop behind them as they stared at Yana leaning against the door of the Tardis, clutching a bullet wound to the chest.

The Doctor darted forwards, trying to stop him but Yana backed into the Tardis, slamming the door shut behind him. The Doctor slammed against the door, quickly digging for his Tardis key.

He tried it, but the Professor must've bolted the lock in. The Doctor pulled out his sonic desperately, trying to get the door open. But Lily knew the locks on the Tardis- there was only one lock that could keep out the key. And it was also, incidentally, the only lock a sonic screwdriver couldn't open.

The Doctor shouted, banging on the Tardis doors: "Let me in. Let me in!"

He flung himself back after giving a final punch at the door. Martha whispered: "She's dead."

Lily turned to see Chantho on the ground, unmoving, Martha beside her. Jack suddenly shouted as he struggled to push the door shut against the approaching Futurekind: "I broke the lock. Give me a hand!"

Martha darted to help him, Lily undecided as she looked between him and the Doctor as the Doctor begged before the Tardis door: "I'm begging you. Everything's changed! It's only the two of us! We're the only ones left!"

Martha shoved against the door. Lily paused as the Doctor shouted, banging on the doors again: "Just let me in!"

"Lily!" Jack called and she darted over. She'd just reached them when a scream began from the Tardis, and a bright orange light glowed through the windows.

The Doctor stepped back in shock as he watched the lights begin to fade. That was also when the Futurekind arrived and Martha screamed as they leered around the small opening between the door and the wall. She scrambled away while trying to shove the door closed further.

Lily shrieked with exertion while Jack yelled: "Doctor! You'd better think of something!"

A younger man's voice started laughing triumphantly from inside the Tardis, as the man called: "Now then, Doctor. Ooo, new voice. Hello, hello. Hello. Anyway, why don't we stop and have a nice little chat while I tell you all my plans and you can work out a way to stop me, I don't think."

Martha suddenly turned as she said sharply: "Hold on. I know that voice."

"What?" Lily asked incredulously.

The Doctor ignored them as he pleaded: "I'm asking you really properly. Just stop. Just think!"

"Use my name." The man ordered.

Lily gaped as the Doctor said in a low, desperate voice: "Master. I'm sorry."

The Master just cried: "Tough!"

Lily and Martha screamed against the Futurekind's pushing and Jack shouted: "I can't hold out much longer, Doctor!"

The Doctor lifted his sonic, pointing it at the Tardis as the Tardis began to wheeze.

"Doctor, stop him!" Martha screamed, and then shrieked against the Futurekind.

"Martha!" Lily shouted while Martha screamed: "Help us. They're getting in!"

The Doctor stared after the Tardis as it disappeared fully, his eyes dark and filled with anger, pain, and fear.


	72. 27-1 The Sound of Drums

Lily groaned as she let go of Jack's arm, gasping for breath as her head pounded and her lungs felt like they'd burst. She leaned against the Doctor, gripping him for balance as he bent over with his hands on his knees also groaning.

"Oh, my head." Martha moaned from the other side and the Doctor groaned out as he stood upright: "Time travel without a capsule. That's a killer."

They looked around the alley they'd appeared in and Jack flexed his shoulders to relieve the pain while the Doctor helped Lily stay steady as she blinked rapidly, clearing her head. Both men cracked their necks with groans as the girls managed to finally see the world clearly without it spinning.

The Doctor walked off, taking Lily's hand with him, and Jack and Martha followed along. As they walked out into the street, Jack pointed out: "Still, at least we made it. Earth, 21st century by the looks of it. Talk about lucky."

Martha was looking around with a frown, Lily wearing the same expression as they examined the area they were in. The Doctor meanwhile retorted flatly: "That wasn't luck, that was me."

* * *

 _Just moments before_

Martha screamed as another clawed hand tried to push the door open through the crack. Lily yelled: "Keep pushing!" while the Doctor was shouting at Jack: "Hold still!"

He was sonicing Jack's vortex manipulator, but as Jack tried to keep a firm grip against the door, shoving against it with all his might, his arm kept shifting in the Doctor's graps.

"Don't move! Hold it still!" The Doctor yelled at him and Jack snapped back above the Futurekind's snarls and the girls' shrieks: "I'm telling you, it's broken. It hasn't worked for years."

"That's because you didn't have me." The Doctor retorted as he finished what he was doing. He grabbed Lily, pulling her in and placing her hand on the manipulator.

"Martha, grab hold." The Doctor ordered and she did as she was told, Jack pulling one of her hands onto the manipulator as well.

"Now!" The Doctor shouted as he pressed the button and they were sucked into time and space, disappearing only to reappear back on Earth, in 21st century London.

* * *

 _Back in the present_

"The moral is," Jack commented as the three sat on a nearby public bench, "if you're going to get stuck at the end of the universe, get stuck with an ex-Time Agent and his vortex manipulator."

He tapped his wrist smugly. The Doctor ignored him angrily while Lily rolled her eyes. Martha interjected: "But this Master bloke, he's got the Tardis. He could be anywhere in time and space."

"No, he's here. Trust me." The Doctor murmured darkly.

Lily looked at him in surprise but Martha went on curiously: "Who is he, anyway? And that voice at the end, that wasn't the Professor."

Lily sighed, leaning her head on the Doctor's shoulder as Jack said thoughtfully: "If the Master's a Time Lord, then he must have regenerated."

"What does that mean?" Martha questioned.

Jack glanced at the Doctor briefly before he explained to Martha: "It means he's changed his face, voice, body, everything. New man."

Martha paused, confused. She glanced at Lily who just nodded tiredly, knowing what question Martha must be asking. The Doctor had turned away from the conversation, hating the subject, but Lily also noticed he was staring at an old homeless man across the street who was tapping some rhythm on his cup.

Martha chose not to broach the subject of the Doctor, and merely asked: "Then how are we going to find him?"

The Doctor finally replied flatly: "I'll know him, the moment I see him. Time Lords always do."

He looked away again, placing his chin on Lily's head thoughtfully. Martha suddenly said slowly as she saw a large advertisement reading: 'Vote for Saxon.'

"But hold on. If he could be anyone, we missed the election."

Lily's blood ran cold and she sat up straight just as the Doctor stood up sharply, all of them staring at the various posters, reading things like: 'Saxon is your Man.'

"But it can't be." Martha whispered, and Jack stood up as well, the two men focusing on a large TV screen attached to a nearby streetlamp.

It was showing a newsreader as she read aloud, her voice echoing across the street through various loudspeakers: "Mr. Saxon has returned from the Palace and is greeting the crowd inside Saxon Headquarters."

Martha and Lily turned to look just as the screen showed them a baby-faced man smiling and waving at the crowd as he walked down the Palace steps with a woman by his side. The couple were smiling broadly as they walked down, through the crowd of reporters and cameras all desperate to get a clear shot of the man for their papers.

"I said I knew that voice." Martha breathed, and she explained: "When he spoke inside the Tardis. I've heard that voice hundreds of times. I've seen him. We all have. That was the voice of Harold Saxon."

Lily's body had gone cold- how long had the Master been here, and they had never known?

"That's him." The Doctor murmured in horror. "He's Prime Minister. The Master is Prime Minister of Great Britain."

As the man on the screen pressed a kiss on the lady's lips, the reporters anxiously calling to check they'd gotten the shot, he added incredulously: "The Master and his wife?"

"Is his wife a Time… Lady?" Lily asked quietly and the Doctor shook his head.

"So, she's just for part of the show." Lily realized and he nodded mutely as they heard the Master say to the cameras: "This country has been sick. This country needs healing. This country needs medicine."

The Master paused for dramatic effect before the he added: "In fact, I'd go so far as to say that what this country really needs," his gaze moved so that he was staring right into the camera, as though staring right at the group, "right now… is a Doctor."

Lily and the Doctor stared at the screen, eyes wide in alarm and fright.

* * *

Martha burst into her flat, the rest right behind her. The Doctor flung off his jacket as Martha breathed: "Home."

She raced in while the Doctor demanded: "What have you got? Computer, laptop, anything."

As Martha began looking for all her electronics, the Doctor turned to Jack who pressing buttons on his phone.

"Jack, who are you phoning?" The Doctor asked incredulously, while Lily shifted on her feet anxiously.

"You can't tell anyone we're here." The Doctor warned as he whipped out his glasses.

"Just some friends of mine, but there's no reply." Jack replied anxiously.

He hung up as Martha handed the Doctor her laptop, saying anxiously: "Here you go. Any good?"

Jack pulled the laptop out of the Doctor's hands as he said: "I can show you the Saxon websites. He's been around for ages."

He placed the laptop on the desk, beginning to type as the Doctor peered over his shoulder. Lily walked over as well, and the Doctor reached out to grip her hand tightly as he waited anxiously. Martha meanwhile was pacing the flat as she murmured: "That's so weird though. It's the day after the election. That's only four days after I met you."

The Doctor turned to her, running his free hand through his hair as he murmured uneasily: "We went flying all around the universe while he was here all the time."

He turned back to the laptop while Martha turned and she demanded as she placed her hands on her hips: "You going to tell us who he is?"

"He's a Time Lord." The Doctor replied shortly. Jack turned to look at him, his look saying: 'seriously?'.

Lily also glanced at the Doctor uneasily as Martha demanded angrily: "What about the rest of it? I mean, who'd call himself 'the Master'?"

She made air quotations to show her skepticism.

"That's all you need to know." The Doctor said between grit teeth. Lily looked at him, hurt, while Martha's jaw clenched angrily. The Doctor didn't notice as he peered at the laptop screen and said impatiently to Jack: "Come on, show me Harold Saxon."

He said the name like it was some revolting thing. Martha meanwhile walked over to her answering machine, turning it on.

Lily glanced over as she heard Tish's voice saying delightedly: "Martha, where are you? I've got this new job. You won't believe it. It's weird. They just phoned me up out of the blue. I'm working for-"

Martha turned it off irritably as she muttered: "Oh, like it matters."

Lily let go of the Doctor's hand to walk over to the other woman.

"Well, let's hope it's better than her last job, yeah?" Lily tried to joke and Martha grimaced. Lily's face fell, making Martha feel guilty.

"Sorry, not your fault." Martha said reassuringly but Lily's shoulders slumped.

"No, you're worried. About him," Lily nodded at the Doctor, "and your family. And I feel the same way."

Martha paused and asked in a low whisper: "And you don't know this Master?"

Lily shook her head regretfully.

"No." She admitted and glanced at the Doctor. She added in a lower voice, Martha straining to hear: "There's just too much history in him, and so much he never says. It's hard sometimes but you've got to understand that he's had to lose so much. You just have to be patient and wait for him to open up."

Martha examined the brunette girl.

"You've been doing that since the beginning, haven't you?" She questioned. Lily smiled a little at that, and although it was a sad one, at least it was a smile. The Doctor had glanced over to see what the girls were whispering about, and his face fell when he saw Lily's expression.

He walked over quickly, glancing at Martha before taking Lily into his arms as he murmured: "You okay?"

She nodded, giving him a small smile that he returned hesitantly. She led him over to sit on the couch, just as Jack began to play them different clips on Saxon. The first one popped up and they watched Sharon Osbourne come on and say dreamily: "I'm voting Saxon. He can tick my box any day."

He then showed them another clip and McFly called excitedly into the camera: "Vote Saxon! Go Harry!" And then Ann Widdecombe, standing beside the Master himself as she declared: "I think Mr. Saxon is exactly what this country needs. He's a very fine man. And he's handsome too."

Jack explained as he then scrolled through 'Harold Saxon's' biography: "Former Minister of Defence. First came to prominence when he shot down the Racnoss on Christmas Eve."

He turned and added somewhat sarcastically to the Doctor: "Nice work, by the way."

"Oh, thanks." The Doctor replied monotonously as he held Lily against him.

Martha strolled up to the laptop as she commented in confusion: "But he goes back years. He's famous. Everyone knows his story. Look. Cambridge University, Rugby blue. Won the Athletics thing. Wrote a novel, went into business, marriage, everything. He's got a whole life."

The Doctor frowned, and moved a hand to his face, drawing it down his mouth in thought. He glanced at Lily and asked: "Do you know him?"

She shook her head and replied: "I've never heard of him. I'd guess he wasn't as prominent when I first left with you."

The Doctor murmured thoughtfully: "So, it was after Harriet Jones fell that he managed to rise…"

* * *

Jack was making them all mugs of tea as he called to the Doctor: "But he's got the Tardis. Maybe the Master went back in time and has been living here for decades."

The Doctor was now sitting at the desk, looking through the website with all of Harold Saxon's information. He replied to Jack shortly: "No."

"Why not? Worked for me." Jack pointed out as Lily walked over to help him carry the mugs into the room. She took a mug for herself and passed one to the Doctor as Jack offered one to Martha.

The Doctor explained as he nodded at Lily in thanks: "When he was stealing the Tardis, the only thing I could do was fuse the coordinates. I locked them permanently."

Lily remembered how the Doctor had been standing with his sonic pointed at the Tardis just moments before it had disappeared. The Doctor continued: "He can only travel between the year one hundred trillion and the last place the Tardis landed. Which is right here, right now."

He took an angry sip from his tea while Jack asked with his brows raise: "Yeah, but a little leeway?"

"Well," the Doctor drew the word out thoughtfully before he guessed, "eighteen months? Tops. The most he could have been here is eighteen months."

He turned to the laptop as he asked in a low murmur: "So how has he managed all this?"

He turned back to them, and Lily reached out to soothe him. He just pulled her hand, placing her on his knee as he added thoughtfully: "The Master was always sort of hypnotic," he frowned, "but this is on a massive scale."

Martha piped up: "I was going to vote for him."

"Really?" The Doctor asked, looking at Martha sharply and Martha shrugged as she replied: "Well, it was before I even met you. And I liked him."

There was a moment's pause before Jack added: "Me too."

"Can you even vote?" Lily asked him and Jack shrugged while the Doctor frowned as he asked: "Why do you say that?"

Jack paused thoughtfully and had opened his mouth when the Doctor interrupted, asking sharply as he looked between the other two: "What was his policy? What did he stand for?"

Jack paused again as Martha replied dreamily: "I don't know. He always sounded good."

She started to tap her hands, making a sort of rhythm. Lily frowned down at the woman's hands as Martha continued thoughtfully, still sounding dreamy: "Like you could trust him. Just nice. He spoke about…"

She trailed off, and Jack was frowning too as he looked at Martha. The woman said lightly: "I can't really remember, but it was good."

Lily decided that was enough, and nudged the Doctor, pointing at Martha's hands. He looked at it, hearing the rhythm just as Martha murmured: "Just the sound of his voice."

"What's that?" The Doctor demanded sharply as he pointed at Martha's hands.

Martha started and she looked almost like she'd broken out of a trance as she asked in confusion: "What?"

The Doctor repeated as he pointed at her hand impatiently: "That. That tapping, that rhythm. What are you doing?"

Her hands stilled as Martha frowned, and she asked in confusion: "What tapping?"

"It sounded like 'da-da-da-dum, da-da-da-dum'." Lily told her with a frown, standing up to walk over to her friend slowly, while the Doctor's eyes narrowed.

Martha cried as she tried to answer: "I don't know. It's nothing. It's just…" As Lily sat beside the woman, taking her hand gently, Martha admitted: "I don't know."

Suddenly an alert popped up on the laptop, playing dramatic music. They all started and turned to see the message read: 'Saxon Broadcast. All Channels'. The Doctor stood swiftly, going over to turn on the TV as he muttered: "Our lord and master is speaking to his kingdom."

"Britain, Britain, Britain." The Master was saying as he sat in the Cabinet room. "What extraordinary times we've had. Just a few years ago, this world was so small. And then they came, out of the unknown, falling from the skies. You've seen it happen."

The TV screen changed to show the relevant news clips as the Master continued: "Big Ben destroyed. A spaceship over London. All those ghosts and metal men. The Christmas star that came to kill."

Lily paled as she saw the images, remembering most of them from her point of view.

"Time and time again, and the government told you nothing." The Master said in a sympathetic voice, and he leaned forward as he said firmly: "Well, not me. Not Harold Saxon. Because my purpose here today is to tell you this. Citizens of Great Britain, I have been contacted."

The Doctor frowned and Jack and Lily cocked their heads.

"A message for humanity, from beyond the stars."

The Doctor raised his brow in confusion while Jack and Lily exchanged glances. Lily turned back to the screen as it changed to show a fuzzy image of a golden sphere.

"People of the Earth," the sphere suddenly said in a soothing woman's voice, "We come in peace. We bring great gifts."

Martha and Jack exchanged glances at that while Lily and the Doctor just frowned.

"We bring technology and wisdom and protection. And all we ask in return is your friendship."

Lily's brows shot up while the Doctor's furrowed even deeper as the Master reappeared, his lips pursed in fake adorableness as he cooed: "Ooo, sweet. And this species has identified itself. They are called the Toclafane."

"What?" The Doctor asked incredulously, but the Master was still going: "And tomorrow morning, they will appear. Not in secret, but to all of you."

The Doctor's brows shot up while Jack and Lily inhaled sharply.

"Diplomatic relations with a new species will begin. Tomorrow, we take our place in the universe. Every man, woman and child. Every teacher and chemist and lorry driver and farmer. Oh, I don't know, every… medical student?"

The Doctor and Lily immediately jerked their heads to Martha. She leaned back in shock, and as Jack belatedly turned with a confused frown at Martha, the Doctor turned back and scrambled to the TV. He whipped it around to show a bomb strapped to the back, just as it began to beep: 'da-da-da-dum'

 **"** Out!" The Doctor shouted. Martha was out the door immediately, Jack pushing Lily through after before he followed behind. The Doctor had stopped to grab the laptop and his coat before he dashed out behind the others.

They'd just barely made it to the street when the whole flat exploded, causing glass to rain down on them. Martha shrieked as they stumbled to a stop, whipping around to look at the massive fire burning in the room they'd just been inside.

"All right?" The Doctor called back without taking his eyes off the building and Jack replied quickly: "Fine, yeah, fine."

"Lily?" He called and she answered: "I'm alright…"

She turned to Martha just as the woman was digging in her pocket.

"Martha?" The Doctor asked just as Martha whipped out her phone.

"Martha, you can't." Lily said quickly and the Doctor turned around.

When he saw the woman holding her phone he demanded: "What are you doing?"

Martha was pacing, ignoring them as she dialed on her cell, muttering: "He knows about me. What about my family?"

"Don't tell them anything." The Doctor ordered and Martha snapped back furiously as she placed the phone to her ear: "I'll do what I like."

She turned away from them, and Jack and the Doctor exchanged glances while Lily followed Martha worriedly. Martha gasped: "Mum? Oh my God, you're there."

The Doctor and Jack just stood around, waiting, while Lily stayed a little behind Martha. She gave the woman her space but followed anxiously as Martha paused and then replied: "I'm fine. I'm fine. Mum, has there been anyone asking about me?"

There was a pause as Martha listened and then she said urgently, glancing back at Lily and the exploded house: "I can't. Not now."

She paused and then she scoffed: "Don't be so daft. Since when?"

She paused again and Lily stepped forward as she saw Martha's face crumple and her lips trembled.

"You said you'd never get back with him in a million years."

Lily touched Martha's shoulder gently and the woman looked at her despairingly. She suddenly paused and asked incredulously: "Dad?"

Lily glanced back at the Doctor desperately, and he started to walk over slowly at her expression. Martha turned as she saw him approach from the corner of her eye, asking into her phone: "What are you doing there?"

She paused and she looked horrified. She asked with forced calm: "Dad? Just say yes or no. Is there someone else there?"

She looked up fearfully at the Doctor as he stopped before the girls, Lily holding Martha's arm as the woman trembled.

Suddenly Martha's father was shouting and both Lily and the Doctor could hear him he was so loud and desperate. **"** Yes! Just run! Listen to me! Just run! I don't know who they are!"

There were the sounds of others shouting from the phone and Martha's father yelled wordlessly. Martha clutched her phone tightly as she asked desperately: "Dad? What's going on? Dad?"

Lily grabbed her friend as Martha began to panic, and Martha clutched Lily's arm with one hand as she staggered in shock and fear. She hung up and let go of Lily, dashing off as she cried: "We've got to help them."

Lily dithered unsure while the Doctor shouted sharply: "That's exactly what they want. It's a trap!"

Martha turned as she stopped next to her car door and she snarled at him: "I don't care."

The Doctor paused but Lily dashed over, sliding into the backseat of the car as Martha climbed into the driver's seat. The Doctor and Jack exchanged quick looks before they dashed over and jumped in as well, the Doctor in front and Jack beside Lily.

Martha sped them down the road, heading for her mother's house.

"Corner!" The Doctor warned, and Martha's car skid as she turned sharply. The Doctor clung to his seat while Lily was thrown into Jack, who clutched her safely as Martha continued to speed down the road, turning another corner sharply.

"Blluetooth!" Martha called and Lily leaned forward, grabbing the device and handing it to Martha. She stuck in on quickly, pressing a button for speed dial. As the phone continued to ring, Martha begged desperately: "Come on, Tish. Pick up."

Her sister finally picked up, answering: "Martha, I can't talk right now. We just made first contact. Did you see?"

Suddenly her voice changed and Lily's eyes widened as they heard Tish demand: "What are you doing? Get off! Linda, tell them!"

 **"** What's happening? Tish!" Martha gave up as she lost connection and as they all glanced at her worriedly, Martha turned to briefly glare at the Doctor, screaming furiously: "It's your fault. It's all your fault!"

"Martha!" Lily snapped angrily, but they'd turned on the final corner. Martha slammed the brakes as they all took in the scene before them for a second. Martha's mother was being forced into a police van while her father's head peered around at them from inside. The whole house was surrounded by an armed police force.

"Martha, get out of here! Get out!" Francine screamed at them, but Martha was unable to move in shock.

Several of the police suddenly began moving into the road towards them, and the Doctor ordered through grit teeth: "Martha, reverse."

As the police took aim, cocking their guns, the Doctor shouted: "Get out, now!"

Martha finally began to move, taking them in reverse and back the way they came. Gun shots cam raining at them and Jack pulled Lily down, shielding her just in case as he yelled at Martha: "Move it!"

As they drove, the rear window shattered from the gunshots and the Doctor glanced back in alarm to check on Lily. Thankfully, she was safely protected and Jack himself was also unharmed.

"The only place we can go, planet Earth. Great!" Martha snapped furiously while the Doctor ordered as Martha hit another corner at full speed: "Careful!"

Jack leaned between the gap as he ordered: "Martha, listen to me. Do as I say. We've got to ditch this car."

Martha's grip on the steering wheel tightened.

"Pull over." Jack urged and Martha hesitated. Jack snapped: "Right now!"

Martha glanced at him, but did as she was told.

* * *

They left the car in a dirt road near a small bridge. The Doctor jumped out, pulling Lily out and checking her briefly as Jack climbed out. Martha came out last, after switching off the engine. It was beginning to rain heavily as the Doctor turned and began to walk quickly away with Lily through an underpass, Jack right behind them.

"Martha, come on!" The Doctor called as they walked quickly.

Lily glanced back to see Martha on her phone again, and she cried in relief: "Leo! Oh, thank God. Leo, you got to listen to me. Where are you?"

She paused and then said quickly: "Leo, just listen to me. Don't go home."

The four had walked out of the underpass by this point, the two men pausing as they decided where to go. Martha continued as Lily watched worriedly: "I'm telling you. Don't phone Mum or Dad or Tish. You've got to hide."

The two men began to move again as Martha cried: "On my life. You've got to trust me. Go to Boxer's. Stay with him. Don't tell anyone. Just hide."

She suddenly went quiet and Lily glanced back, alarmed to see Martha's face go white.

"Martha?" Lily asked, and both men stopped as well, the Doctor glancing at Lily while Jack looked back at Martha just as the woman demanded into her phone, her voice tight with anger and despair: "Let them go, Saxon."

The Doctor whirled around, walking quickly back to Martha as the girl screamed hysterically: "Do you hear me! Let them go!"

Lily took the shaking woman in her arms, patting her and trying to soothe her as best as she could. The Doctor took the phone off her, saying darkly: "I'm here."

*A/N Bad news to my readers- I will be on vacation for the next month or so, and I'm afraid I won't have time to post quite so regularly. I really hope you understand, but I will promise to at least update a chapter each week! Sorry about that, but as always, thanks for the love and support! I appreciate it!


	73. 27-2 Run

Doctor P.O.V.

The Doctor walked away from his friends as he waited for the Master to respond.

"Doctor." The Master breathed and the Doctor replied shortly: "Master."

 **"** I like it when you use my name." The Master said in a hushed voice and the Doctor replied impassively: "You chose it. Psychiatrist's field day."

"As you chose yours. The man who makes people better. How sanctimonious is that?" The Master replied and the Doctor could almost hear the smile in his voice.

 **"** So, Prime Minister, then." The Doctor said coolly as he turned away from his friends, letting Lily stay and comfort Martha.

The Master said enthusiastically: "I know. It's good, isn't it?"

"Who are those creatures?" The Doctor asked darkly, getting to the point. "Because there's no such thing as the Toclafane. It's just a made up name, like the Bogeyman."

The Master interrupted as he asked randomly: "Do you remember all those fairy tales about the Toclafane when we were kids… back home."

The Doctor's face contorted a little and the Master demanded in a hushed tone: "Where is it, Doctor?"

"Gone." The Doctor replied shortly and the Master scoffed as he asked in a dark voice: "How can Gallifrey be gone?"

The Doctor paused, his face screwing up as he fought the pain in his heard before he bit out: "It burnt."

"And the Time Lords?" The Master asked flatly and the Doctor answered in an equally flat voice: "Dead."

He added as he sat down: "And the Daleks, more or less."

As he settled in his seat on the cold stone, he added: "What happened to you?"

The Master replied: "The Time Lords only resurrected me because they knew I'd be the perfect warrior for a Time War."

The Doctor's brows furrowed in pain while the Master continued darkly: "I was there when the Dalek Emperor took control of the Cruciform. I saw it."

The Doctor swallowed and he lifted his eyes to the sky, his eyes burning as tears threatened while the Master went on: "I ran. I ran so far. Made myself human so they would never find me, because… I was so scared."

"I know." The Doctor murmured in understanding, hearing the fear in the Master's voice.

"All of them?" The Master repeated, sounding incredulous. He paused and he added thoughtfully: "But not you, which must mean…

"I was the only one who could end it." The Doctor answered the Master's unspoken question. The Doctor admitted, shaking a little from the pain as he remembered: "And I tried. I did. I tried everything."

"What did it feel like, though?" The Master's voice had turned soft and almost longing as he continued: "Two almighty civilizations burning. Oh, tell me, how did that feel?"

"Stop it!" The Doctor snapped angrily, but the Master ignored him as he murmured: "You must have been like God."

The Doctor's brows furrowed, sorrow and anger mixing on his face. The sorrow won out and he admitted: "I've been alone ever since. But not anymore."

He pleaded: "Don't you see? All we've got is each other."

"Are you asking me out on a date? What would dear Lily say?" The Master asked in an amused voice.

The Doctor tensed but he tried again desperately: "You could stop this right now. We could leave this planet. We can fight across the constellations, if that's what you want, but not on Earth."

 **"** Too late." The Master whispered and the Doctor's blood ran cold.

"Why do you say that?" He asked and the Master said darkly: "The drumming. Can't you hear it?"

The Doctor heard as the Master began to tap the rhythm. The Master continued, his voice becoming agonized: "I thought it would stop, but it never does. Never ever stops. Inside my head, the drumming, Doctor. The constant drumming."

"I could help you. Please, let me help." The Doctor pleaded but the Master ignored him as he replied darkly: "It's everywhere. Listen, listen, listen. Here come the drums. Here come the drums."

That's when the Doctor noticed a man standing outside a shopping center, listening to music… but tapping the same rhythm on his leg.

"What have you done?" The Doctor asked as he got up slowly, heading towards the shopping center plaza.

"Tell me how you've done this. What are those creatures? Tell me!" He ordered sharply, when suddenly the Master cooed: "Ooo look. You're on TV."

"Stop it. Answer me." The Doctor snapped and the Master said excitedly: "No, really. You're on telly. You and your little band, which, by the way, is ticking every demographic box. So, congratulations on that. Look."

The Doctor saw that the Master was right as he stopped before an electronics shop which had a TV showing the news. There was a picture of all four of them, him and his three companions, with the news title reading: 'Nationwide hunt for terrorist suspects' and the news reader was saying: "Known as the Captain. They are known to be armed and extremely dangerous."

The Master cooed: "There you are."

He laughed and he continued: "You're public enemies number one, two, three and four. Oh, and you can tell handsome Jack," the Doctor glanced up to see his friends had joined him at last, Martha looking calmer as the three stood off to the side of the shopping center, "that I've sent his little gang off on a wild goose chase to the Himalayas, so he won't be getting any help from them."

As they took in the Doctor's grim face, his friends walked over, Lily and Jack looking especially anxious. The Master added on lovingly: "Now, go on, off you go. Why not start by turning to the right?"

The Doctor glanced up quickly, noticing the CCTV camera just as Jack and Lily arrived right behind him.

"He can see us." The Doctor said sharply as he lifted his sonic and pointed it at the camera.

It sparked, a few cords exploding and the Master said in mock anger: "Oh, you public menace. Better start running. Go on, run. And tell your pretty Lily that I said I'd watch my back if I were her."

The Master hung up and the Doctor lowered the phone slowly as Lily stepped forward in concern. He stared at her and her brows furrowed as she took in his shaken state. She reached out and hugged him tightly, and the Doctor returned it as he took deep breaths, trying to calm himself down. Martha and Jack glanced behind him to see the news, while the Doctor said as he turned to Jack: "He's got control of everything."

Martha asked quietly: "What do we do?"

Lily let go of the Doctor, moving so she was at his side but still holding onto his waist as he held hers tightly.

"We've got nowhere to go." Jack pointed out and Martha asked desperately: "Doctor, what do we do?"

The Doctor paused, and Lily asked softly: "Doctor?"

He gazed down at her concerned hazel eyes and he could hear the Master in his head: ' _Run, Doctor. Run for your life!_ '

The Doctor never took his eyes off of Lily as said simply: "We run."

Lily's eyes steeled and she nodded as he let go but took her hand, and the four ran for their lives.

* * *

3rd Person P.O.V.

The Doctor was leaning on a bin in an abandoned warehouse, going through the news on Martha's laptop. Jack was leaning on another bin nearby while Lily leant against the Doctor, scanning the screen with him. They took silent comfort in each other's presence and warmth, but for once not even the other's presence was enough to quell the cold fear inside.

They all looked up as they heard a sound from the doorway and Lily breathed in relief as Martha appeared, carrying a white plastic bag.

"How was it?" Jack asked as Martha walked up to him, and she replied as she dug into her bag: "I don't think anyone saw me. Anything new?"

She looked up and Jack explained as he tapped his manipulator: "I've got this tuned to government wavelengths so we can follow what Saxon's doing."

Lily sighed, shaking her head while Martha snapped: "Yeah, I meant about my family."

She stalked over to the Doctor and Lily, reaching into the bag again as the Doctor told her: "It still says the Jones family taken in for questioning."

He glanced up as Martha handed him a package of chips. He passed it to Lily, who blinked in surprise before accepting it.

Martha raised a brow and gave the next pack to the Doctor as he added brightly: "Tell you what, though. No mention of Leo."

Martha looked up in surprise and delight and she murmured: "He's not as daft as he looks."

The Doctor nodded proudly while Lily smiled softly. She raised her brow as the smile on Martha's slid off and the woman muttered with a frown: "I'm talking about my brother on the run. How did this happen?"

"Nice chips." Jack commented as he sat down beside the trio.

The Doctor paused as he chewed on one and he commented, looking down at the chips: "Actually, they're not bad."

Lily glanced at him fondly and then raised her brows as she saw Martha and Jack exchange looks, signaling to each other.

"So, Doctor," Jack began and Lily suppressed a sigh, "who is he?"

The Doctor looked up in surprise and Jack continued with a hint of sarcasm: "How come the ancient society of Time Lords created a psychopath?"

Martha chimed in: "And what is he to you? Like a colleague or-"

"A friend, at first." The Doctor replied lightly, before tossing in a whole chip into his mouth.

Lily smiled a little when Martha commented: "I thought you were going to say he was your secret brother or something."

Jack paused in raising a chip to his mouth while the Doctor lifted his eyes to stare at Martha through his glasses.

"You've been watching too much TV." He retorted and Martha rolled her eyes while Lily snorted.

Jack returned to their original topic as he pointed out: "But all the legends of Gallifrey made it sound so perfect."

"Well, perfect to look at, maybe." The Doctor said with a shrug. He leaned back and Lily turned to him as he went on pensively: "And it was. It was beautiful. They used to call it the Shining World of the Seven Systems. And on the Continent of Wild Endeavour, in the Mountains of Solace and Solitude, there stood the Citadel of the Time Lords."

Lily's eyes softened as she listened to the Doctor talk about his home. "The oldest and most mighty race in the universe, looking down on the galaxies below. Sworn never to interfere, only to watch. Children of Gallifrey, taken from their families age of eight to enter the Academy. And some say that's when it all began."

His voice darkened a little as he said sadly: "When he was a child. That's when the Master saw eternity. As a novice, he was taken for initiation. He stood in front of the Untempered Schism. It's a gap in the fabric of reality through which could be seen the whole of the vortex. You stand there, eight years old, staring at the raw power of time and space, just a child."

His voice broke a little, whether from sorrow or from wonder, they couldn't tell.

"Some would be inspired… some would run away… and some would go mad." He paused and they all let that sink in. He shivered: "Brr. I don't know."

He returned to being his light-hearted self, chewing on his chips. Lily stared at him with a mix of sadness and curiosity- she wanted to ask, but something told her he wouldn't answer honestly.

"What about you?" Martha asked the question they were all thinking, and sure enough the Doctor replied lightly, almost scoffing the ridiculousness of the question: "Oh, the ones that ran away, I never stopped."

Lily pursed her lips but Jack's bracelet beeped at that moment. He quickly looked at it and he read: "Encrypted channel with files attached. Don't recognize it."

The Doctor sucked his fingers clean as he said enthusiastically: "Patch it through to the laptop."

He scrunched up his chip packet and Jack leaned over to the laptop. Martha moved to help him, while Lily leaned in close to the Doctor.

"Will you ever tell me the truth?" She asked quietly and he paused for a fraction of a second, his eyes sliding over to her. As she looked at him evenly, he knew exactly what she was talking about- and he also knew she wouldn't push him, nor hold it against him if he chose to reply negative. But as he looked into those bright hazel eyes, the Doctor knew his answer.

"Some day." He promised her. She nodded, lip curving up a little as Jack clicked on the laptop.

The man paused and he added: "Um, since we're telling stories, there's something I haven't told you."

The Torchwood logo appeared on the screen. Lily's jaw dropped in shock while the Doctor folded his arms and he looked down sternly at Jack as he asked flatly: "You work for Torchwood?"

Jack replied tensely: "I swear to you, it's different. It's changed. There's only half a dozen of us now."

"Everything Torchwood did, and you're part of it?" The Doctor snapped through gritted teeth.

Lily touched his arm, forcing him to calm down while Jack argued: "The old regime was destroyed at Canary Wharf. I rebuilt it, I changed it, and when I did that," he looked up at the Doctor, "I did it for you in your honor."

The Doctor stared at the man with narrowed eyes but as Lily nudged him just a little he deflated. He turned and pressed the play button, and the screen opened to show an older, blonde haired woman.

She spoke firmly: "If I haven't returned to my desk by 22:00, this file will be emailed to Torchwood. Which means if you're watching this, then I'm..." She paused and Lily's face fell. This poor, brave woman. "Anyway, the Saxon files are attached."

The computer beeped to show the attached message. The woman continued firmly: "But take a look at the Archangel document. That's when it all started. When Harry Saxon became Minister in charge of launching the Archangel Network."

The document came up, showing a few images of various satellites around Earth and the words: 'ARCHANGEL: The Future of Global Communications.'

The Doctor frowned as he asked: "What's the Archangel Network?"

"I've got Archangel. Everyone's got it." Martha replied, pulling out her phone.

Jack explained: "It's a mobile phone network. Because look, it's gone worldwide." He showed the images of the satellites surrounding the entire world. "They've got fifteen satellites in orbit. Even the other networks, they're all carried by Archangel."

The Doctor had pulled out his sonic and he took Martha's phone as he asked: "Lily, do you have it?"

The brunette shook her head and he murmured: "So, it's been fully implemented within the last eighteen months." He looked at Martha's phone in realization and he muttered: "It's in the phones!"

He began to sonic it to test his theory while he continued: "Oh, I said he was a hypnotist. Wait, wait, wait. Hold on." He tapped the phone against the bin and it started to beep the same rhythm they'd heard before: 'da-da-da-dum, da-da-da-dum'.

"There it is." The Doctor breathed. As the phone continued to beep, he explained: "That rhythm, it's everywhere, ticking away in the subconscious."

"What is it, mind control?" Martha asked in disbelief but Lily shook her head as the Doctor murmured: "No, no, no, no, no. It's subtler than that. Any stronger and people would question it."

"But contained in that rhythm," he indicated the still beeping phone, "in layers of code: 'Vote Saxon. Believe in me'. Whispering to the world. Oh, yes!" The Doctor cried triumphantly as he figured it out. "That's how he hid himself from me, because I should have sensed there was another Time Lord on Earth. I should have known way back. The signal cancelled him out."

"Any way you can stop it?" Jack asked seriously and the Doctor replied: "Not from down here. But now we know how he's doing it."

"And we can fight back." Martha said with a smirk.

Lily laughed as the Doctor crowed: "Oh, yes!"

Jack chuckled and Lily squeezed the Doctor's hand. He beamed at her before leaning in and giving her a quick kiss. She blinked in surprise while Martha snorted and Jack raised a brow. The Doctor wasn't one for PDA, not really, and Lily wondered why he'd chosen to do so now… almost as though he was afraid something was going to happen.

* * *

The Doctor began to work at taking apart Martha's phone and laptop, using his sonic to stick the pieces together as he began to make little discs out of various electronic parts. As he finished off, he held out his hand to each of them expectantly.

Martha and Lily handed him their Tardis keys immediately, but Jack had to work it off a key ring that was filled with various keys. Lily suppressed an amused smile as the Doctor just kept gesturing expectantly and Jack finally managed to pull the right key off and handed it over to the Doctor.

The Doctor welded his discs onto the Tardis keys, one on each key, and finally looped a piece of string through each key so that each could be word around the neck. He finished and pushed the keys forward to each person, proudly.

"Four Tardis keys." He explained, looking at each in turn as he talked. "Four pieces of the Tardis, all with low level perception properties because the Tardis is designed to blend in. Well, sort of." He added before returning to the subject at hand as Jack raised an eyebrow: "But now, the Archangel Network's got a second low level signal."

He grabbed his key as he said: "Weld the key to the network and," he stepped back, saying: "Lily, Martha, look at me. You can see me, yes?"

He held up the key away from him. Lily rolled her eyes, already knowing where this was going, and Martha replied firmly: "Yes."

"What about now?" He asked and he placed the key around his neck.

Martha stared, and blinked. She stared and blinked again as though it was difficult to look at the Doctor. Jack began to chuckle as he watched Martha struggle, and Lily turned to look at the Doctor curiously. Immediately, she could see Martha's problem- as soon as she tried to look at him, her eyes slid a little away.

"No, I'm here. Look at me." The Doctor teased as he wiggled his fingers at them, but even then their eyes wanted to move away.

Martha murmured: "It's like I know you're there, but I don't want to know."

"And back again." The Doctor declared as he removed the key from his neck. He dashed over to the girls excitedly as they focused in on him, and he explained: "See? It just shifts your perception a tiny little bit. Doesn't make us invisible, just unnoticed."

He walked around, handing out the keys to each person as he continued: "Oh, I know what it's like. It's like, it's like when you fancy someone and they don't even know you exist. That's what it's like."

Lily winced, glancing at Martha as her face fell.

The Doctor didn't notice as he dashed off, yelling over his shoulder: "Come on!"

As Martha slowly turned to face the other two, Jack commented sympathetically: "You too, huh?"

Martha sighed and Lily felt incredibly guilty and sorry for the girl.

"Um…" Lily began, trying to think of something but Martha shook her head.

"Come on." She murmured, taking her friend's hand and walking after the Doctor

Jack walked beside them as he added to Lily: "You know, you're really lucky that he returns your feelings."

"Try noticing you have feelings at all." Martha commented and Lily winced.

Martha glanced at her and said contritely: "Sorry, didn't mean that."

"Yes you did." Lily sighed and Martha replied firmly: "No, I didn't. Well, I did, but it wasn't aimed at you, so it's not fair that you should blame yourself. It's a good thing he has someone at all, and you certainly deserve having someone in your life. I just sometimes wish I could strangle him."

Lily smiled a little as Martha joked for her at the end, before she sighed.

"If it makes you guys feel any better, sometimes I wish I could just strangle him for you." Lily told them. Jack grinned, amused, while Martha smiled and squeezed her friend's hand.

They caught up with the Doctor as he walked down a street, and he warned them: "Don't run, don't shout. Just keep your voice down. Draw attention to yourself and the spell is broken. Just keep to the shadows."

He turned to look at them as they reached the end of the abandoned part of London.

"Like ghosts." Jack supplied and the Doctor nodded.

"Yeah, that's what we are." He placed his key around his neck as he murmured: "Ghosts."

The others followed suit and then the four walked out into the streets, walking carefully to avoid walking into anyone.

As they walked passed a shop, Lily glanced inside to see a TV where the headline read: 'Air Force One to land in Britain'. The screen showed the American plane landing in London, and her brows furrowed as she caught up with the others.

"Did you see?" She asked quietly, and the Doctor nodded as he replied softly: "I saw it as we were walking passed."

They made their way across London, heading for the airport where the US President would be landing. As British Prime Minister, the Master would be expected to be there to meet the other man, and Lily did not want to think what would happen when he did.


	74. 27-3 Goodbye, Doctor?

The four of them stood in the shadows of a nearby building as the US President walked up to the Master. The Master saluted him as he greeted: "Mr. President, sir."

President Winters replied shortly: "Mr. Saxon, the British Army will stand down. From now on, UNIT has control of this operation."

"You make it sound like an invasion." The Master commented lightly, and Lily moved in closer to the Doctor.

The President said sternly: "First Contact policy was decided by the Security Council in 1968, and you've just gone and ignored it."

The Master shrugged as he rambled: "Well, you know what it's like. New job, all that paperwork. I think it's down the back of the settee. I did have a quick look. I found a pen, a sweet, a bus ticket and, er…" He suddenly diverted as he asked: "Have you met the wife?"

He gestured at the woman standing behind him who stepped forward to nod politely at the President.

President Winters' eyes narrowed as he said warningly: "Mr. Saxon, I'm not sure what your game is but there are provisions at the United Nations to have you removed from office unless you are very, very careful. Is that understood?"

The Master nodded, mimicking zipping his lips into silence. The President demanded: "Are you taking this seriously?"

The Master nodded mutely and the President moved on as he said shortly: "To business. We've accessed your files on these Toclafane. First Contact cannot take place on any sovereign soil. To that purpose, the aircraft carrier Valiant is en route. The rendezvous will take place there at eight am."

The Master mumbled as he tried to speak around his closed mouth and the President said angrily: "You're trying my patience, sir."

The Master simply lifted his hand and mimed unzipping his lips. He then commented: "So America is completely in charge?"

The President replied tightly: "Since Britain elected an ass, yes. I'll see you onboard the Valiant."

He turned to leave but the Master called, making the man pause: "It still will be televised, though, won't it. Because I promised, and the whole world is watching."

President Winters curled his hands into fists as he turned back to the Master and said firmly: "Since it's too late to pull out, the world will be watching."

He took a step to the Master as he added: "Me."

Lily reached for the Doctor's hand in fear as the President walked back to his motorcade. Thankfully, he left safely… for now. But they were close enough to hear as the Master murmured: "The last President of America. We have a private plane ready and waiting. We should reach the Valiant within the hour. My darling."

He gestured politely and his wife left to get in their car, while the Master turned and faced the group directly. He paused, as though he'd seen something and the Doctor raised his head defiantly while Lily tightened her grip on his hand. But the Master's eyes slid away and he walked off towards his car.

As he reached the doors, however, there was the sound of a police siren. The Master paused to look at a police van, and they all watched as it pulled up beside the Master who began to laugh delightedly.

"Hi, guys!" He shouted delightedly as he ran over and the back of the van opened.

Martha gasped and Lily's eyes widened, her clutch on the Doctor tightening as Martha's father climbed down, his wrists manacled, and spat at the Master: "You can't just do this."

"All will be revealed." The Master just replied cheerily as Francine was brought out as well. They watched as Francine turned back to the van, trying to help her daughter down as Tish followed behind her parents.

"Oh my God." Martha bit out as her fists curled.

The Doctor lifted a hand to gently hold hers back as the Doctor warned: "Don't move."

"But the-" Martha began in anguish and the Doctor ordered harshly under his breath: "Don't."

"Martha, I'm sorry." Lily whispered as they watched her family being dragged into a Range Rover.

Martha whispered as tears pooled in her eyes: "I'm going to kill him."

Jack asked quietly, his voice hard: "What say I use this perception filter to walk up behind him and break his neck?"

The Doctor turned to look directly at the man, staring over Lily's head as he said darkly: "Now that sounds like Torchwood."

He turned back to the scene before them as Jack retorted: "Still a good plan."

"And he can't actually die from it anyway, can he?" Lily pointed out.

The Doctor said firmly: "He's a Time Lord, which makes him my responsibility. I'm not here to kill him." His grip tightened on Lily's. "I'm here to save him."

They watched as the Master dashed off happily, moving away from the Jones' and heading back to his car.

Jack murmured as he punched into his wristband: "Aircraft carrier Valiant. It's a UNIT ship at fifty eight point two north, ten point oh two east."

Martha glanced over as she asked: "How do we get on board?"

She looked at the Doctor who was looking at Jack's wrist from the corner of his eye.

"Does that thing work as a teleport?" He asked, and Jack replied: "Since you revamped it, yeah. Coordinates set."

He moved over to them and they all piled their hands onto his wrist. Jack pressed the manipulator and they all disappeared, the Doctor and Lily still holding their free hands together.

* * *

They landed in the Valiant's engine room, all of them clutching their heads in agony once again.

"Oh, that thing is rough." Martha groaned.

The Doctor got to his feet and he helped Lily up as Jack replied through gritted teeth: "I've has worse nights."

He shook his shoulders and cracked his neck, crying out as it hurt for a second before the muscles loosened again.

"Welcome to the Valiant." Jack muttered as they all looked around. Martha and Lily glanced out a window and did a double take.

"It's dawn?" Martha asked. The Doctor had walked off to peer at some of the engines while Martha asked: "Hold on, I thought this was a ship. Where's the sea?"

Jack replied as though it was obvious: "A ship for the 21st century," he walked over to the window, Lily joining him as the Doctor glanced over as well, "protecting the skies of planet Earth."

The Doctor peered over Lily's head and the four of them stared out of the giant flying base, looking down at the clouds around them.

* * *

They ran through the engine room, looking for a way out and hopefully find a way to wherever the Master was. But as they reached one part of the room, the Doctor abruptly stopped running, pausing as he stared off into space.

"We've no time for sightseeing." Jack urged as he stopped next to the Doctor, but the Doctor just hushed him: "No, wait. Shush, shush, shush, shush."

The girls looked at him in confusion while Jack looked around impatiently. The Doctor asked softly: "Can't you hear it?"

"Hear what?" Jack snarled under his breath while Martha strode up and said anxiously: "Doctor, my family's on board."

Martha marched on ahead, and Lily frowned as the Doctor smiled suddenly, murmuring: "Brilliant."

Jack turned to frown at him as well, but the Doctor had turned to his right and said: "This way."

He headed down the stairs and Jack paused, glancing back at Martha while Lily went ahead, following the Doctor quickly. Martha sighed but turned back, following them as they all ran after the Doctor as he ran down a corridor to level 4 and towards a set of doors at the far end.

He threw them up and exulted gleefully: "Oh, at last!"

Lily's eyes lit up in happiness while Martha shrieked delightedly: "Oh, yes!"

There, in the corner of the room, was the Tardis. The Doctor and Martha dashed on ahead excitedly while Lily followed behind, and Jack asked confusedly: "What's it doing on the Valiant?"

The Doctor rushed to the Tardis, dashing inside. They all followed, stopping just as the Doctor had, their faces morphing into looks of horror.

"What the hell's he done?" Jack demanded while Lily's eyes filled with tears, all their faces lit by the red glow of the Tardis.

"Don't touch it." The Doctor ordered sharply and Jack replied grimly: "I'm not going to."

"What's he done though?" Martha asked as Lily whispered: "She sounds like she's sick."

They listened and they could all hear the Tardis making a strange echoing sound, like a low groan that was then echoing over and over. The Doctor dashed over to the console that was covered by a large metal-mesh cylinder that was filled with wires linked to the console.

The rest followed slowly as the Doctor murmured in distress: "It can't be. No, no, no, no, no, no, it can't be."

"Doctor, what is it?" Martha demanded and the Doctor growled: "He's cannibalized the Tardis."

Lily was looking at the console with wide eyes, and Jack was doing the same. Jack asked slowly and angrily: "Is this what I think it is?"

"It's a paradox machine." The Doctor snarled.

He then noticed a gauge attached to the metal cylinder. He moved over to it, examining it as Lily and Jack followed him. The Doctor tapped it lightly as he explained: "As soon as this hits red, it activates. At this speed, it'll trigger," he grabbed Jack's arm to check his watch, "at two minutes past eight."

Jack murmured in realization: "First contact is at eight, then two minutes later-"

He broke off in horror while the Doctor ran a hand down his face anxiously while Martha asked as she looked around the Tardis: "What's it for? What does a paradox machine do?"

"More important, can you stop it?" Jack asked urgently and the Doctor murmured: "Not till I know what it's doing. Touch the wrong bit," he glanced up at the console, "blow up the solar system."

Lily chewed her lip nervously while Martha said firmly: "Then we've got to get to the Master."

Jack agreed as he said: "Yeah. How are we going to stop him?"

"Oh, I've got a way." The Doctor replied immediately and they all turned to look at him incredulously. He saw their faces and he asked: "Sorry, didn't I mention it?"

Martha was looking ready to murder him. He glanced at Lily who was staring at him in disbelief, and he smiled brightly before dashing out the Tardis to avoid the two women who looked ready to strangle him.

* * *

The four of them walked into the flight deck carefully, stepping lightly just for good measure as the President of the United States was saying to the cameras: "I stand before you today as ambassador for humanity, a role I will undertake with the utmost solemnity. Perhaps our Toclafane cousins can offer us much, but what is important is not that we gain material benefits, but that we learn to see ourselves anew."

They slid into, heading behind all the officials gathered around the whole room, watching the Master looking bored as he sat and watched the President, who was saying: "For as long as man has looked at the stars, he has wondered what mysteries they hold. Now we know we are not alone…"

Jack whispered to the Doctor as they carefully placed themselves at the back of the conference room: "This plan, you going to tell us?"

The Doctor held up his Tardis key from around his neck as he explained in a whisper: "If I can get this around the Master's neck, cancel out his perception, they'll see him for real."

"How?" Lily asked as she glanced around anxiously.

The Doctor admitted, as he looked around at all the people in the room: "It is kind of hard to go unnoticed with everyone on red alert, isn't it?"

His eyes moved to the Master as he hinted: "If they stop me you've got a key."

Jack glanced over at the Doctor, murmuring: "Yes, sir."

"I'll get him." Martha promised darkly.

"Be careful." Lily whispered to the Doctor, as the President continued: "And I ask you now, I ask of the human race, to join with me in welcoming our friends. I give you the Toclafane."

The President raised a hand and gestured to the air behind him, and they watched as four silver spheres appeared from thin air. The Doctor was slowly making his way over to the now smirking Master, while President Winters introduced himself to the spheres.

"My name is Arthur Coleman Winters, President Elect of the United States of America, and designated representative of the United Nations. I welcome you to the planet Earth and its associated moon."

A male voice spoke from one of the spheres: "You're not the Master."

Lily's eyes widened in fear as a female sphere added: "We like the Mr. Master."

The spheres were circling the President as another male sphere added harshly: "We don't like you."

The President said hesitantly: "I can be master, if you so wish."

The spheres were beginning to circle him, getting faster and faster as the man continued in a slightly shaky voice: "I will accept mastery over you, if that is God's will."

"Man is stupid." The second male sphere commented and the first male sphere said: "Master is our friend."

Lily's hands clenched as she watched in fear, her eyes darting between the President and the Doctor as the latter got slowly closer and closer to the Master. The female sphere added: "Where's my Master, pretty please?"

The President's jaw had clenched as he watched the four spheres nervously, when the Master suddenly piped up: "Oh, all right then. It's me."

He got up from his chair and turned to face the whole room, saying loudly as he waved his hands showgirl style: "Ta da!"

The Doctor had paused, and his eyes darted to Lily. The two exchanged worried glances before the Doctor refocused on the Master. His task had now become much more difficult with the Master at the center of everyone's attention.

The Master had continued: "Sorry, sorry, I have this effect. People just get obsessed. Is it the smile?" He was starting to ramble and Lily frowned- what was the man doing? "Is it the aftershave? Is it the capacity to laugh at myself? I don't know. It's crazy."

The President interrupted from his spot behind the Master, still up on the steps between the spheres: "Saxon, what are you talking about?"

The Master folded his arms as he looked at the President directly and he said flatly: "I'm taking control, Uncle Sam, starting with you."

Lily's knuckles had gone white as she watched with wide eyes. The Master titled his head away from the President, almost like a petulant child turning from their angry parent.

"Kill him." The Master said without inflection.

A sphere zoomed in and shot a single blast at the President, who screamed in pain before he disintegrated into little pieces. The Doctor halted, jaw clenched angrily as people gasped and guns were drawn, pointed directly at the other officials in the room.

The Master was laughing and applauding as the officials were grouped towards the back of the room, all of them cowering in fear.

"Guards!" The Master ordered and the guards cocked their guns as they ordered to all the other people in the room: "Nobody move!"

The Master's wife had gotten up and dashed over to the Master's side. Jack clutched Martha, pulling her out of other people's ways. Lily scrambled away as well, ending up on the other side from Jack and Martha as she dodged terrified people. She was at the back of the room, behind the Doctor who was further down as he glanced around desperately, tugging his key.

"Now then," The Master cried as he dashed up the stairs to stand above them where the President had just been standing. He stared right into the cameras pointed at him as he began: "Peoples of the Earth. Please attend carefully."

He grinned triumphantly. The Doctor took his chance, and tried to run at the Master as he took off his key, but he was caught almost instantly.

A guard called sharply: "Stop him!" and the Doctor grunted as he was grabbed by two guards, dressed in black suits, and dragged down to his knees, held in place at the bottom of the stairs.

He glared up at the Master, his face contorted in anger as the Master smiled and almost purred: "We meet at last, Doctor."

He then laughed as he cried delightedly: "Oh, ho. I love saying that."

"Stop it!" The Doctor yelled furiously. Jack, Martha and Lily hesitated, unsure of what to do. Jack was glaring at the Master while Martha's brows were knit nervously as she looked up at the madman. Lily's eyes were trained on the Doctor, terrified for him.

"Stop it now!" The Doctor was shouting and the Master mocked: "As if a perception filter's going to work on me."

The Doctor's face changed, his eyes becoming darker as the Master turned to look where Lily was standing.

"Hello, darling." He said in a sing-song voice and Lily's fists clenched tightly, her eyes narrowing in anger even as her heart thundered in her ears, terrified of what this man could do to her and her friends.

"Mm, brunette, not really my type. Didn't know it was yours either." The Master commented off-handedly to the Doctor, who's face was set into a dark scowl.

The Master then turned his eyes to where Jack and Martha were standing and he cooed: "And look…"

The Master began to reach into his jacket pocket as he continued: "it's the girlie and the freak. Although, I'm not sure which one's which." He taunted.

Jack made a move, running towards the Master, but the Master pulled out his screwdriver, shooting a laser at him. The man yelled in pain, and dropped to the ground- dead. People gasped while Lily screamed and both she and Martha ran to Jack.

The Master said as he held up his screwdriver: "Laser screwdriver."

He turned to the Doctor as he mocked: "Who'd have sonic? And the good thing is," he looked back at Jack, "he's not dead for long. I get to kill him again!" He yelled, almost like a happy child.

"Master," the Doctor bit out, "just calm down. Just look at what you're doing. Just stop." The Doctor begged the Master. "If you could see yourself-"

The Master cut him off as he spoke to the cameras: "Oh, do excuse me. Little bit of personal business. Back in a minute."

He turned to the guards holding the Doctor: "Let him go."

The guards threw the Doctor to the ground and Lily took a step forward in terror as the Master walked down the steps towards the Doctor. The Doctor tried to plead with the insane man: "It's that sound. The sound in your head. What if I could help?"

"Oh, how to shut him up?" The Master groaned, miming chatter with his hand before he said brightly: "I know."

He giggled like a child as he said: "Memory Lane."

The Master sat down on the steps before the Doctor and he leaned down to the Doctor as he said: "Professor Lazarus. Remember him and his genetic manipulation device?"

The Doctor's dark eyes never wavered from their glare, but the Master continued as he scoffed: "What, did you think that little Tish got that job merely by coincidence? I've been laying traps for you all this time."

Martha was horrified and she glanced at the Doctor, while Lily grit her teeth in anger. The Master just continued: "And if I can concentrate all that Lazarus technology into one little screwdriver?"

He lifted his screwdriver, and then pretended to think as he said dejectedly: "But, ooo, if I only had the Doctor's biological code. Oh, wait a minute," he clicked his fingers happily, "I do."

Lily glanced desperately between the Doctor, and the Master as the madman dashed over to a metal briefcase. He declared as he opened it: "I've got his hand."

The Doctor stared, puzzled at the small tank that held his hand, trying to understand what the Master was going to do while Lily's breathing became heavier as she watched in terror.

The Master kindly explained: "And if Lazarus made himself younger, what if I reverse it? Another… hundred years?"

He asked before he pointed his screwdriver at the Doctor. The Doctor yelled in pain as he went into rapid convulsions.

"Stop it!" Lily screamed, getting up to lunge at the Master, but a guard quickly grabbed her. The guard dragged Lily down beside the screaming Doctor and the Master just pointed his screwdriver closer at the Doctor as the Doctor's form became smaller, curving in, and his voice became older and older.

Jack gasped as he came back to life, and Martha quickly looked down at him. He saw what was happening, and took advantage of the Master's focused attention on the Doctor. He ripped off his wristband, placing it on Martha and he ordered breathlessly but firmly: "Teleport."

"I can't." Martha whispered desperately, and Jack's eyes fell on Lily as the girl screamed and cried for the Doctor.

His face darkened as he pointed out to Martha: "We can't stop him. Get out of here."

Martha looked at Jack desperately.

"Get out." He breathed.

The Master finally released the Doctor, and they all stared in horror as an old man, at least a hundred years old, raised his head to stare at the Master as he gasped with pain. Lily shook the guard off as he let go at last, crawling over to the Doctor as Martha did the same.

Lily took the Doctor's arm gently as she murmured: "Doctor?"

He turned to her and her heart broke as she saw his pain-filled eyes and his body shook with the effort of holding himself up. Martha grabbed his arm to stabilize him as she whispered, brows furrowed in pain: "I've got you."

"Ah, your lover and the would be doctor." The Master cooed.

He then announced triumphantly: "But tonight, Martha Jones, we've flown them in all the way from prison."

He pointed at the back door, which slid open to show Martha's family as they were shoved inside, guards pointing guns to their heads.

Martha stood slowly, staring at them as she whispered: "Mum."

Francine was crying as she replied: "I'm sorry."

The Doctor growled, trying to speak through his aged and hurting body: "The Toclafane. What are they? Who are they?"

Lily's grip tightened on him, and Martha knelt back down to grip the Doctor securely once more. The Master leant down and said sincerely: "Doctor, if I told you the truth, your hearts would break."

The male sphere suddenly piped up excitedly: "Is it time? Is it ready?"

"Is the machine singing?" The female sphere added.

The Master stood, and checked his watch.

"Two minutes past." He murmured. They all watched in horrified apprehension as the Master dashed to the stairs again, and he said to the cameras: "So, Earthings. Basically, um, end of the world."

The Master lifted his screwdriver as he shouted: "Here come the drums!" Music suddenly pounded through the room, Rogue Trader's 'Voodoo Child', as the Tardis activated and the paradox machine started. The sky was ripped open, revealing a large gap in space and time. Through that space came thousands and thousands of spheres, entering the Earth's atmosphere as lightning struck the insides of the rip.

The Master turned to blow a kiss to the Doctor, whose face contorted with agony, before he took his wife up to the top deck, and he asked her: "How many do you think?"

The woman breathed excitedly: "I, I don't know."

The Master smirked as he replied: "Six billion."

He turned the music off and he ordered the spheres: "Down you go, kids!"

The spheres flew off, spreading around the world and beginning to open fire. The population's screams could be heard from the flight deck's speakers.

The Master turned to his wife and he cooed: "Shall we decimate them?"

His wife looked up at him with sultry eyes and the Master murmured: "That sounds good. A nice word, decimate."

The pair turned back to look out the window, and the Master ordered loudly: "Remove one tenth of the population!"

As the spheres began to carry out his orders, the whole room filled with the screams of the dying. Lily bit her lip as the tears finally began to fall down Martha's face, both girls unable to stand the anguish. The Doctor nudged Lily and she looked at him. He leaned down and whispered something in her ear.

She looked at him with trembling lips before she stood up slowly, leaving his side and pulling Martha up with her. Martha glanced at her but Lily nodded at the girl's wrist and Martha understood. She didn't know what had made Lily choose to leave the Doctor but she trusted the other girl's decision to be the right one.

Martha back at her family, her face contorted in pain, and she looked between them, Jack, and the Doctor. Lily's eyes never left the Doctor's and he gave her a minute nod. Her jaw clenched and she grabbed Martha's hand, pressing both their hands on the manipulator as the Master turned and finally saw them.

"No!" He cried, but it was too late.

The two girls disappeared from the ship, and the Master snarled at the empty air, his eyes turning to the Doctor furiously. The Doctor and Jack exchanged looks, and Jack knit his brows in sorrow as he read the utter heart-break on the old face as the Doctor turned back to stare at the empty spot where Lily had just been.

* * *

Lily and Martha reappeared down on the Earth, both still wearing a Tardis key. They looked out at the destruction that was falling on the city far away and a tear fell down Lily's cheek. Martha grit her teeth as she snarled determinedly: "I'm coming back."

She glanced at Lily, and the brunette nodded silently. The pair turned away from the destruction, and both reached for each others' hands. Lily and Martha held onto each other tightly as they slipped away into the shadows, leaving the burning city behind them.


	75. 28-1 Last of the Time Lords

Lily dragged her exhausted body out of the rowing boat, jumping out onto the beach. Martha followed right behind her and they ran to meet their man as the boat's crew quickly made off again. Lily tightened the belt on her black jumpsuit and she turned tired eyes on the man as Martha asked him: "What's your name, then?"

"Tom Milligan." The man answered.

He nodded at the pair as he added a little sheepishly: "No need to ask who you two are. The famous Lilian Tyler and Martha Jones. How long since you were last in Britain?"

"365 days." Lily answered automatically and with a slight wince.

Tom's face flooded with sympathy and Martha added in a quiet murmur: "It's been a long year."

She shifted her backpack as they began to move down the beach and Tom asked, getting down to business: "So what's the plan?"

"This Professor Docherty." Martha explained. "We need to see her. Can you get us there?"

She gestured at herself and Lily, who had remained silent as she often did nowadays. She rarely spoke anymore, only really speaking when they were telling stories of the Doctor. Martha could see the physical toll the time apart from the Doctor was taking on the girl, and between mourning his loss and the chaos around the world it was hard to see the bright girl she used to be beneath her wearied exterior.

Tom answered Martha grimly: "She works in a repair shed, Nuclear Plant Seven. I can get you inside. What's all this for? What's so important about her?"

Martha shook her head and she replied shortly: "Sorry, the more you know, the more you're at risk."

"There's a lot of people depending on you two." Tom replied. He pointed out: "You're a bit of a legend."

Lily's face filled with sorrow and Martha took her hand. She squeezed it reassuringly as she asked Tom evenly: "What does the legend say?"

Tom had glanced at their interaction curiously, but he answered almost reverently: "That you sailed the Atlantic, walked across America. That Martha Jones was the only person to get out of Japan alive, and that Lilian Tyler was there to see her do it. Tyler and Jones, they say, are going to save the world."

He gestured around them vaguely as he added wryly: "Bit late for that."

They didn't answer, simply walking out of the beach and onto the patchy grass. Tom led them to a flat bed van and Martha asked in surprise: "How come you can drive? Don't you get stopped?"

"Medical staff." Tom explained. "Used to be in paediatrics back in the old days. But that gives me a licence to travel so I can help out other the labour camps."

Lily's face twisted and Martha muttered in a mix of amusement, bitterness and sorrow: "Great. I'm travelling with a doctor."

Tom looked at them oddly, but at Lily's tight-lipped expression he didn't question them. They climbed into the front, and he started the engines as the girls stared out of the windows unseeingly.

Unable to stop himself, he turned to them and said, almost begging for them to confirm his words: "Story goes that you two are the only ones on Earth who can kill him. That you, and you two alone, can kill the Master stone dead."

Lily closed her eyes and turned her head away while Martha bit out grimly: "Let's just drive."

* * *

Doctor P.O.V.

The Doctor heard the bell ringing as the Master re-entered the flight deck. It was another day. 365th to be precise since Martha and Lily left… He shoved the thought away as he crawled out of his tent, beside which lay his food bowl, labeled: 'Dog'.

The Master was playing yet another song- 'I can't decide' by Scissor Sisters- and as the Doctor barely managed to get to his feet, the Master dragged him up by the lapels to sing in his face before shoving him down into his wheelchair. The Doctor was unable to move as the Master wheeled him around the room, dancing to the music.

The Master wheeled the Doctor up to the window and the pair watched as the Toclafane spun through the sky. The Master murmured: "It's ready to rise, Doctor. The new Time Lord Empire. It's good, isn't it? Isn't it good?"

He turned to the Doctor who remained silent. The Master tried: "Anything?"

The Master waved a hand before the Doctor's impassive face and he checked: "No? Anything?"

He turned back to where the Doctor was looking and he murmured with mock sorrow: "Oh, but they broke your hearts, didn't they, those Toclafane, ever since you worked out what they really are."

The Doctor remained impassive, and the Master sneered. A new thought occurred to him and he added: "They say Lily Tyler," the Doctor turned his head to look at the Master at last, "has come back home. Now why would she do that?"

The Master was delighted to see a flash of pain cross through the Doctor's eyes before he finally spoke, whispering in his aged voice: "Leave her alone."

"But you said something to her, didn't you?" The Master went on, his face becoming dark. "On the day I took control. What did you tell her?"

The Doctor replied: "I have one thing to say to you."

The Master raised a brow expectantly.

"You know what it is." The Doctor told him, and the Master quickly cried: "Oh no, you don't!"

He pushed the Doctor's wheelchair away and the Doctor ended up in a corner of the room, right near where Francine was cleaning up a mess on the floor. The intercom called: "Valiant now entering Zone One airspace. Citizens rejoice."

The Master shouted: "Come on, people! What are we doing? Launch Day in twenty four hours."

The Doctor glanced at Francine, and placed three fingers on his thigh. She glanced at it but made no move other than that as she walked out. The Doctor watched her leave, knowing the signal would get passed on through all the Jones' and finally reach Jack in the brig as well.

* * *

Lily P.O.V.

It was daylight by the time the trio made it to the quarry. They walked swiftly, passing below a giant stone statue of the Master placed above the rocks. Lily ignored it but Martha glanced at the obnoxious monument and she said distastefully: "All over the Earth, those things. He's even carved himself into Mount Rushmore."

Tom glanced back at her but he replied simply: "Best to keep down."

They all crouched down and he let the way along the rocky path to peer down at the quarry. Lily's face set seriously as Tom murmured: "Here we go. The entire south coast of England, converted into shipyards."

They stared down at the large fleet of space rockets, maybe a hundred or so, and Tom told them in hushed tones: "They bring in slave labour every morning. Break up cars, houses, anything, just for the metal. Building a fleet out of scrap."

"You should see Russia." Lily told him flatly.

He glanced at her as Martha added grimly, neither girl looking away from the rockets: "That's Shipyard Number One. All the way from the Black Sea to the Bering Strait, there's a hundred thousand rockets getting ready for war."

"War?" Tom repeated incredulously. "With who?"

"The rest of the universe." Martha answered as she turned to face the man as well. "I've been out there, Tom, we both have," she gestured at herself and Lily, "in space, before all this happened." She glanced around the destroyed Earth.

She went on in earnest: "And there's a thousand different civilisations all around us with no idea of what's happening here. The Master can build weapons big enough to devastate them all."

"You've been in space?" Tom asked skeptically.

"Problem with that?" Martha asked with raised brows.

Lily also turned, looking faintly amused as Tom replied hastily: "No. No, just er, wow. Anything else I should know?" He asked rhetorically, but Martha answered absently: "I've met Shakespeare."

Tom stared at her incredulously, making a ghost of a smile appear on Lily's face. They all spun around in alarm though as there was a whizzing sound from behind and Lily spotted two spheres flying at them from behind the Master statue. Tom scrambled up as Martha and Lily stayed still.

"Identify, little man." One of the spheres demanded and Tom pulled out his ID as he said quickly: "I've got a licence. Thomas Milligan, Peripatetic Medical Squad. I'm allowed to travel."

Lily and Martha remained as still as they could as the spheres scanned his ID.

Tom went on, rambling: "I was just checking for-"

"Soon," the sphere interrupted, "the rockets will fly, and everyone will need medicine. You'll be so busy."

The spheres started laughing before they flew off again. Tom slowly lowered his ID and turned back to the girls in astonishment.

"But," he said slowly and in disbelief, "they didn't see you."

"How do you think we travelled the world?" Martha asked lightly as she pulled out the chain hidden beneath her jumper.

She showed Tom the key hanging off the end as Lily's hand moved to clutch the Tardis key still hanging from her own neck. Her heart tugged as she thought of the Doctor, but she just murmured: "Let's go."

Martha nodded understandingly, and took Lily's hand comfortingly as Tom led them back to his van. Martha explained to Tom: "Because the Master set up Archangel, that mobile network, fifteen satellites around the planet, but really it's transmitting this low level psychic field. That's how everyone got hypnotised into thinking he was Harold Saxon."

"Saxon." Tom sighed. "Feels like years ago."

Lily had to smile, even though it was a sad one, in agreement. Martha continued anyway: "But the key's tuned in to the same frequency. Makes us sort of… not invisible, just unnoticeable."

"Well, I can see you." Tom pointed out and Martha replied with a teasing smile: "That's because you wanted to."

He paused, glancing at her as she grinned at him. He murmured softly: "Yeah, I suppose I did."

Lily almost rolled her eyes but she refrained, also hiding a smile as Martha asked: "Is there a Mrs Milligan?"

"No." Tom answered immediately. "No. What about you?"

He appraised Martha, and the woman answered with a light shrug: "Me neither."

But her eyes flickered to Lily and she saw the brunette's face had filled with sorrow. Martha squeezed her hand again as Tom asked Lily curiously by carefully: "And you, Lily? Did you have…?"

He trailed off, not quite knowing how to phrase the question.

Lily's face had closed off as she replied shortly: "Yes."

He blinked, feeling a wave of pity for her, but Lily just murmured briskly: "Let's go find this Docherty woman."

She moved to climb into the van as Martha quickly followed. Tom told them grimly as he also climbed back in: "We'll have to wait until the next work shift. What time is it now?"

Martha checked her watch and answered: "It's nearly three o'clock.

* * *

Doctor P.O.V.

It was 14:58, and the Doctor glanced from the clock to Francine and Tish who were cleaning dishes on the side of the room. Francine glanced at the time as well, and Tish watched her carefully, knowing it was almost time.

At 14:59, the Master walked in, saying lightly: "Time for my massage. Who shall I have today? Tanya. Come on, sweetheart." He called forth the woman, and turned to ask his wife: "Lucy, have you met Tanya? She's gorgeous."

Lucy's face was stiff but she made no reply. Judging from the bruise mark under her eye, she'd learnt not to. The Master removed his suit jacket, tossing it on the table.

The Doctor and Francine glanced at the jacket as the Master said to the woman: "Tanya, when we go to the stars, I'm going to take you to the Catriga Nova. Whirlpools of gold."

The Doctor glanced at the clock again. It was almost 3 o'clock as the Master sat down for his massage. At three exactly, an alarm went off and the Master sighed: "What the hell?" as the intercom called: "Condition red."

The Master stood as the intercom called: "Repeat, condition red."

The guards ran out quickly while the Master dashed to the top deck, as Francine grabbed the Master's jacket and threw it to Tish, who passed it quickly to the Doctor. The Doctor reached in and quickly pulled out the laser screwdriver, pointing it at the Master as the man turned around.

The Master groaned as he lifted his hands into the air: "Oh, I see."

"I told you. I have one thing to say." The Doctor spat through ragged breaths and the Master raised his brows. He then began to laugh hysterically. The Doctor frowned in confusion, before he realized.

He clicked the screwdriver and it did nothing. The Master walked over and explained: "Isomorphic controls."

He took the screwdriver from the Doctor, who's face had contorted, and then punched him hard in the face. The Doctor fell to the ground with a yelp of pain. The Master added: "Which means they only work for me. Like this."

He fired a beam at Francine, just missing her and she shrieked in fear.

"Say sorry!" The Master ordered and the woman quickly replied in a mix of fear and fury: "Sorry. Sorry. Sorry."

"Mum!" Tish cried, hurrying over to the woman.

The Master sighed as he lowered his screwdriver: "Didn't you learn anything from the blessed Saint Martha?"

Tish hugged her mother reassuringly while the Master snarled as he walked down the stairs: "Siding with the Doctor is a very dangerous thing to do."

Lucy was quick to walk over and dust his suit jacket, before helping him into it.

"Take them away." The Master ordered and the guard moved to do as he bid. The Master leaned down, dragging the Doctor up as he muttered: "Okay. Gotcha."

The Doctor groaned in agony as he stood, but the Master helped him into a chair, saying: "Oh boy. There you go, Gramps."

The Doctor heaved a sigh as he fell into the chair.

The Master sat on the table and began to spin the Doctor's chair as he commented: "Oh, do you know, I remember the days when the Doctor, oh, that famous Doctor, was waging a Time War," he stopped spinning the Doctor so he could look the other man in the eye, "battling Sea Devils and Axons. He sealed the rift at the Medusa Cascade single handed."

He sighed in admiration and then looked at the Doctor. "And look at him now. Stealing screwdrivers." He mocked and he leaned in a little as he whispered: "How did he ever come to this?"

The Doctor stared at the man, and the Master grinned: "Oh yeah, me."

He started to laugh manically and the Doctor said slowly, finding it difficult to speak through his tired body: "I just need you to listen."

"No," the Master said flatly, his eyes becoming dark and angry, "it's my turn. Revenge! Best served hot. And this time, it's a message for Miss Tyler and Miss Jones."

* * *

Lily P.O.V.

The trio slipped into the compound, avoiding the spheres as Tom clipped open a gap in the fence surrounding the shipyard. They slipped through and quickly ran into the workshop building, keeping low and out of sight. Once inside, Martha slowly pushed aside a plastic curtain covering the doorway to one of the workshops as Lily heard a frustrated grunt from inside.

Lily walked in close behind Martha and spotted an older woman sitting by what looked like an old television. She continued to grunt in frustration as Tom stepped forward and called: "Professor Docherty?"

"Busy." The woman answered flatly and Tome faltered slightly as he explained: "They, er, they sent word ahead. I'm Tom Milligan. This is Martha Jones, and Lilian Tyler."

He said the names with respect as they stopped beside Docherty. Lily almost smiled as Docherty replied shortly: "She can be the Queen of Sheba for all I care. I'm still busy."

Martha was less amused as she said a little sharply: "Televisions don't work anymore."

"Oh God," Docherty sighed as she leaned back from the TV, "I miss Countdown. Never been the same since Des took over. Both Deses."

She paused before asking thoughtfully: "What's the plural for Des? Desi? Deseen?"

Martha looked at Tom incredulously, and the man shrugged sheepishly. Lily's face meanwhile clouded with sadness as Docherty's ramblings reminded her of the Doctor. They refocused as Docherty sighed: "But we've been told there's going to be a transmission," she smacked the TV again, "from the man himself."

Immediately they walked closer to the screen, and as they did Docherty gave the TV one good smack and it finally fizzled on.

"There!" Docherty cried and Lily's jaw and heart clenched as the Master appeared on TV for the first time since his takeover.

They watched in tense silence as he called, smirking: "My people."

Tom's hands curled into fists but otherwise they watched impassively as the Master cooed: "Salutations on this, the eve of War. Lovely woman. But I know there's all sorts of whispers down there. Stories of two children, walking the Earth, giving you hope."

The Master turned, walking back into the room as he asked: "But I ask you," he stopped beside someone, "how much hope has this man got? Say hello, Gandalf."

The camera panned down to the Doctor, who lifted his eyes to stare right at the camera. Lily's heart almost stopped and she leaned forward to stare more intently. Martha gripped Lily's hand in comfort, but the girl barely felt it as she examined the Doctor. He didn't look too different from when they'd left, and it gave her hope that he was alright.

The Master continued: "Except he's not that old, but he's an alien with a much greater lifespan than you," the Master walked over to point at the camera, "stunted little apes. But what if it showed?"

Lily's breath caught. Her eyes widened in terror as the Master turned to the Doctor, pulling out his screwdriver as he asked: "What if I suspend your capacity to regenerate?"

The Doctor raised his eyes to look at the man as the Master said: "All nine hundred years of your life, Doctor. What if we could see them?"

"No!" Lily screamed and Martha hugged her tightly.

They watched in wide-eyed horror as the Master turned his screwdriver on the Doctor who cried in pain as he convulsed frantically once more. The Master just murmured softly as he watched emotionlessly: "Older and older and older."

As the Doctor began to decrease in size, curling in even more, the Master continued: "Down you go, Doctor. Down, down, down the years."

Lily was shaking and fighting tears. Tom glanced at her worriedly before turning back to watch as the Doctor disappeared into the suit, no longer in the wheelchair. The Master walked over and called: "Doctor."

He looked down impatiently, and when there was no response, he leaned down. Lily's heart was thundering as she waited anxiously and she took a shuddering breath as, at last, there was a small movement.

From the neck of the otherwise empty suit crawled out a tiny creature, and Lily's heart shattered. It was more like a head with limbs it was so small, and its most defining features were clearly its large brown eyes filled with pain. She could never stand to see the Doctor hurting and to see him so broken almost broke her.

The Master's lip curled into a grim smile, and he turned back to the camera to snarl: "Received and understood, Miss Tyler?"

The broadcast cut off and the group stood for a moment in silence. Martha gripped her friend tightly as Lily clutched her friend's arm, and Tom glanced at them.

"I'm sorry." He murmured, and he was surprised when Lily turned her eyes to him and he saw a grim determination even as the tears made her eyes glossy.

"He's alive, and that's what matters." Lily said quietly and Martha nodded. The latter's face broke into a smile and Tom watched, bewildered, as Lily returned it as the women exchanged some silent message that he couldn't decipher.

Lily then turned to Docherty as she said seriously: "Please, we need your help."

* * *

Docherty handed out papers on what she'd managed to find as she explained: "Obviously the Archangel Network would seem to be the Master's greatest weakness. Fifteen satellites all around the Earth, still transmitting. That's why there's so little resistance. It's broadcasting a telepathic signal that keeps people scared."

Lily pursed her lips but then snorted as Tom said simply: "We could just take them out."

Docherty replied sarcastically: "We could. Fifteen ground to air missiles. You got any on you?"

Tom grimaced as Docherty met Lily's gaze and the older woman rolled her eyes. Lily suppressed a smile as Docherty returned to business and said grimly: "Besides, any military action, the Toclafane descend."

Martha sighed as she said a little irritably: 'They're not called Toclafane. That's a name the Master made up."

"Then what are they, then?" Docherty demanded and Martha returned: "That's why we came to find you. Know your enemy."

Docherty blinked in surprise and Martha smiled. She dug in her backpack as she murmured: "I've got this."

She pulled out the computer disc she and Lily had managed to acquire, and Martha held it up for Docherty to see as she explained: "No one's been able to look at a sphere close up. They can't even be damaged, except once. The lightning strike in South Africa brought one of them down, just by chance."

Both Tom and Docherty's faces turned into looks of wonder as Martha finished smugly: "I've got the readings on this."

Lily nodded in confirmation as Docherty stared in shock before the woman quickly the disc and slid it into her worn computer. It beeped and she smacked it in annoyance, growling: " Oh, work!"

Lily winced a little as the woman's actions once again reminded her of the Doctor. The pain from seeing him suffer was still raw but she shoved it aside for now. Time for that later. Docherty was muttering irritably: "Oh, whoever thought we'd miss Bill Gates."

Tom meanwhile asked the girls in some disbelief: "So is that why you travelled the world? To find a disc?"

"No." Martha answered with a smirk and Lily added with a hint of her old humour: "Just got lucky."

"I heard stories that you walked the Earth to find a way to build a weapon." Docherty mumbled.

Martha tensed while Lily closed her eyes. She remembered the Doctor's whispered words and the way he'd held her hand just once before he let go. She was pulled from her reverie as Docherty crowed triumphantly: "There!"

She read for them as they all leaned in around the screen: "A current of fifty eight point five kiloamperes transferred charge of five hundred and ten megajoules precisely."

"Can you recreate that?" Tom asked swiftly.

Martha and Lily exchanged hopeful looks as Docherty answered lightly: "I think so. Easily. Yes."

Lily smiled a little as Martha beamed and said cheerfully: "Right then, Doctor Milligan, we're going to get us a sphere."

*A/N I would like to take the time to thank all of my readers for their support and reviews. Just to let you know, I do take the time to read each and every one of the reviews you leave for me, and I thank you all for every small comment. I realized I'm really bad at replying to reviews (probably because I tend to update again long after you've reviewed) and will work harder at communicating back to all my loyal readers. Thank you so much once again and hope you enjoyed the new chapter!


	76. 28-2 Toclafane

* A/N Lots of alternating between P.O.V.s in this one. Sorry! I've bolded the switches in this chapter to make it easier to follow.

They heard the three shots fired from around the far side of the building and Lily tensed. She and Docherty wired up the machine as Martha stood at the end of the hallway, by the building corner. Lily gripped the controls as Martha came running towards them, shouting: "He's coming. You ready?"

"You do your job, I'll do mine!" Docherty retorted as she checked the wires and Lily's hand hovered over the button.

Tom came running past, shouting: "Now!"

Docherty signaled and Lily slammed her hand down, firing up the charges they'd set up between the hallway. The sphere was caught in the electrical field and after a few seconds it dropped to the ground, disabled. Docherty grinned in triumph but Lily didn't return it as she slowly moved towards the fallen sphere. The others followed, Tom training his gun on the thing just in case.

Docherty muttered as they stared down at the immobilized sphere: "That's only half the job. Let's find out what's inside."

* * *

 **Doctor P.O.V.**

The Doctor was now trapped inside a bird cage, his suit having been kindly shrunken by the Master, barely able to stand and totter a little. The Master returned to the flight deck with Lucy by his side, saying casually: "Tomorrow, they launch. We're opening up a rift in the Braccatolian space. They won't see us coming."

He paused and added thoughtfully: "It's kind of scary."

"Then stop." The Doctor murmured tiredly, noting that Lucy didn't look very happy.

The Master replied: "Once the Empire is established, and there's a new Gallifrey in the heavens, maybe then it stops. The drumming. The never ending drumbeat. Ever since I was a child. I looked into the vortex. That's when it chose me. The drumming, the call to war. Can't you hear it?"

The Master leaned in close to the Doctor's cage, murmuring darkly: "Listen, it's there now. Right now. Tell me you can hear it, Doctor." The Doctor gripped his cage bars, staring the Master in the eye as the man demanded: "Tell me."

"It's only you." The Doctor snarled.

The Master paused, and then he murmured flatly: "Good."

A door opened and a sphere entered. The female voice said triumphantly: "Tomorrow, the war. Tomorrow we rise, never to fall."

The Master turned back to the Doctor as he said: "You see? I'm doing it for them."

He pointed at the sphere as he continued: "You should be grateful. After all," Lucy hugged herself tightly, avoiding looking at all of them, "you love them so very, very much."

 **Lily P.O.V.**

They all stood around, watching as Docherty tried to get the sphere open. She was running a small blade through the sides and she muttered: "There's some sort of magnetic clamp. Hold on, I'll just trip the-"

She cut off as she hit the switch and there was a distinct click. They all moved slowly over as Docherty slowly opened the sphere, pulling each of the four metal sides open and she gasped in absolute horror: "Oh my God!"

Lily peered over and her eyes widened as she saw a small, shriveled head held in the centre by many wires and a breathing mask over its mouth area. She felt her stomach heave and she suddenly recalled the Master's words before: ' _If I told you the truth, your hearts would break.'_

The head suddenly opened its eyes, making Lily flinch and the others jump back slightly.

"It's alive." Docherty cried, terrified.

Martha clutched Lily's hand in horror, when suddenly the sphere called: "Martha. Martha Jones."

Martha's eyes widened and she stared at Lily in fear as Tom murmured: "It knows you."

"Sweet, kind Martha Jones." The head said, its voice cheery and mechanic through the breather. "You helped us to fly."

Lily swallowed at his words while Martha demanded in a mix of confusion and revulsion: "What do you mean?"

"You led us to salvation." The head continued, and Lily closed her eyes while Martha demanded: "Who are you?"

"The skies are made of diamonds." The sphere-head answered and Martha blanched.

"No." She whispered. "You can't be him."

Lily clutched Martha's hand, trying to comfort her friend as Martha reeled. Lily too could remember the little boy, Creet, from that awful place at the end of the universe, and she was revolted by what had happened to him. She felt queasy as the sphere explained: "We share each other's memories. You sent him to Utopia."

"Oh, my God." Martha gasped, willing desperately for what she was seeing to be wrong.

Tom demanded: "What's it talking about? What's it mean?"

"What are they?" Docherty interjected in confusion.

Martha was almost hyperventilating as Lily looked over at the other two and she explained, tears welling in her eyes: "They're us."

The other two stared at her in shock while Martha gagged a little. Lily drew her friend into a close embrace, soothing the shaken woman as she said sadly: "They're humans. The human race from the future."

 **Doctor P.O.V.**

The Master sat in a chair, and he commented: "I took Lucy to Utopia."

He glanced at Lucy who looked startled. "A Time Lord and his human companion. I took her to see the stars. Isn't that right, sweetheart?"

The woman looked uncomfortable, almost afraid, but she replied: "Trillions of years into the future, to the end of the universe."

"Tell him what you saw." The Master ordered gently and Lucy replied immediately: "Dying. Everything dying. The whole of creation was falling apart, and I thought, there's no point. No point to anything. Not ever."

"And it's all your fault." The Master added in a whisper, and the Doctor could only look at him helplessly.

He remembered, his own exact words as he was explaining to his friends: _'When he was stealing the Tardis, the only thing I could do was fuse the coordinates. I locked them permanently. He can only travel between the year one hundred trillion and the last place the Tardis landed, Which is right here, right now.'_

But he'd forgotten what his actions would have also meant. That the Master could find Utopia.

The Master said dreamily: "You should have seen it, Doctor. Furnaces burning. The last of humanity screaming at the dark."

 **Lily P.O.V.**

Martha whispered: "The Utopia Project was the last hope. Trying to find a way to escape the end of everything."

Tom and Docherty's faces were drawn with pained understanding, when the sphere spoke flatly: "There was no solution, no diamonds. Just the dark and the cold."

Lily winced.

 **Doctor P.O.V.**

The Master cooed almost reverently: "All that human invention that had sustained them across the eons. It all turned inwards. They cannibalized themselves."

"We made ourselves so pretty." The female sphere replied, and the Master added: "Regressing into children. But it didn't work. The universe was collapsing around them."

 **Lily P.O.V.**

"But then the Master came," the sphere said cheerfully, "with his wonderful time machine to bring us back home."

"But that's a paradox." Docherty protested. "If you're the future of the human race, and you've come back to murder your ancestors, you should cancel yourselves out. You shouldn't exist."

"And that's the paradox machine." Lily answered grimly.

 **Doctor P.O.V.**

The Doctor watched in a mix of disgust and despair as the Master breathed: "My masterpiece, Doctor. A living Tardis, strong enough to hold the paradox in place, allowing the past and the future to collide in infinite majesty."

The Doctor protested: "But you're changing history. Not just Earth, the entire universe."

"I'm a Time Lord. I have that right." The Master retorted and the Doctor stood as he asked: "But even then, why come all this way just to destroy?"

The female sphere explained: "We come backwards in time all to build a brand new empire lasting one hundred trillion years."

The Master added: "With me as their master." He almost smiled, before he said darkly: "Time Lord and humans combined. Haven't you always dreamt of that, Doctor?"

This time he did smile as he tormented the Doctor.

 **Lily P.O.V.**

"But what about us?" Tom demanded. "We're the same species. Why do you kill so many of us?"

"Because it's fun!" The sphere answered cheerily. He laughed then laughed manically as Docherty and Martha exchanged horrified looks while Lily's stomach heaved. Tom couldn't take it any longer and he lifted his gun.

"No, wait!" Lily cried but he shot the head, cutting off the laughter abruptly. Lily stood horrified, as Tom lowered his trembling arm and they all stood in silence.

 **Doctor P.O.V.**

The Master stood up, walking over to leer directly at the Doctor as he spat: "Human race, greatest monsters of them all."

He walked away and just before he left, he looked back and called: "Night, then."

* * *

Lily P.O.V.

They had gathered in Docherty's room, Tom standing by the wall, Docherty in an armchair beside her bed, and Lily and Martha sitting on the bed. The girls were still clutching each other's hands tightly, Martha staring into space as Lily closed her eyes. Nothing against Martha- the two had grown even closer over the last year- but she wished she was with the Doctor, holding his hand, feeling him safe beside her.

She opened her eyes as Docherty spoke: "I think it's time we had the truth, Miss Tyler and Miss Jones."

Lily glanced at the woman as Martha also blinked back to the present. Docherty said pointedly: "The legend says you've travelled the world to find a way of killing the Master. Tell us, is it true?"

Martha glanced at Lily, and she nodded. Lily answered Docherty quietly: "Just before we escaped, the Doctor told me something."

Martha opened her backpack and she pulled out three brightly coloured vials as she took over, explaining: "The Doctor and the Master, they've been coming to Earth for years. And they've been watched."

She pulled out a briefcase as she listed: "There's UNIT and Torchwood, all studying Time Lords in secret. And they made this," she opened the case to show the others, "the ultimate defence."

Docherty stared down at the metal gun placed snuggly inside the case, with four small cylinders lining the top. Tom frowned and he pointed out: "All you need to do is get close. I can shoot the Master dead with this."

He lifted his gun to make his point, and Docherty said firmly as she glanced at the gun warily: "Actually, you can put that down now, thank you very much."

Martha replied with a sigh: "Point is, it's not so easy to kill a Time Lord. They can regenerate. Literally bring themselves back to life."

"Ah, the Master's immortal. Wonderful." Docherty interjected sarcastically, making Lily snort in amusement.

"Not immortal." Lily corrected gently, and Martha explained: "This."

She picked up gun and showed them how the vials could be lined into place along the top. "Four chemicals, slotted into the gun. Inject him. Kills a Time Lord permanently."

"Four chemicals?" Tom repeated and he glanced at the vials. "You've only got three."

"Thank you, Captain Obvious." Lily sighed, and then winced. She was channeling the Doctor. Martha intervened quickly: "Still need the last one, because the components of this gun were kept safe, scattered across the world, and we found them."

She gestured at herself and Lily.

"San Diego," Lily began.

"Beijing," Martha added.

"Budapest," Lily continued.

"And London." The girls finished in a chorus.

Tom's face filled with determination and he questioned: "Then where is it?"

"There's an old UNIT base, north London." Martha explained. "I've found the access codes. Tom, you've got to get us there."

She clicked the case closed and quickly repacked their things. As she and Lily moved out of the room and back into the workshop, Tom protested: "We can't get across London in the dark."

He followed them swiftly as he explained: "It's full of wild dogs. We'll get eaten alive. We can wait till the morning, then go with the medical convoy."

"You can spend the night here, if you like." Docherty told them worriedly.

Lily shook her head as Tom answered firmly: "No, we can get halfway, stay at the slave quarters in Bexley. Professor, thank you."

He shook the woman's hand gratefully, and Docherty answered simply: "And you."

Tom walked out ahead and Docherty turned to the two girls and added seriously: "Good luck."

"Thank you." Lily said quietly and Martha nodded, adding: "Thanks."

Both girls kissed the older woman on the cheek in gratitude, making the woman smile at the friendly human touch. They turned to go when Docherty called after them: "Lily, Martha."

They both looked back and the woman's face was serious again as she asked: "Could you do it? Could you actually kill him?"

Lily's face closed off while Martha answered grimly: "We've got no choice."

"You might be many things, but neither of you don't look like killers to me." Docherty answered quietly. Martha blinked while Lily simply stared at the woman pensively. They then turned and left quickly, missing the flash of worry on the older woman's face as they disappeared.

* * *

They reached the slave quarters without incident, although they could hear the wild dogs barking even from here. Tom gained them access to the quarters, and they quickly slipped inside. The two girls were relatively unnoticed as the woman who'd let them inside asked Tom desperately: "Did you bring food?"

He answered apologetically: "Couldn't get any, and I'm starving."

"All we've got is water." The woman answered grimly as she led them further inside. Martha and Lily gazed about sadly as they took in the remnants of humanity, huddled in rags and shivering against the cold throughout the building.

Tom told them quietly: "It's cheaper than building barracks. Pack them in, a hundred in each house, ferry them off to the shipyards every morning."

A boy piped up suddenly: "Are you Lilian Tyler and Martha Jones?"

The girls turned to him, and Lily swallowed while Martha answered with an attempt at a warm smile: "Yeah, that's me."

"Can you do it?" The boy demanded urgently. "Can you kill him? They said you can kill the Master, can you? Tell us you can do it. Please, tell us you can do it."

"Who is the Master?" Another woman asked, and soon everyone began to talk, creating a babble of voices.

Tom sighed and he said sharply: "Come on, just leave them alone. They're exhausted."

He paused as Lily placed a gentle hand on his arm, stopping him. He looked at them in surprise as Martha spoke: "No, it's all right. They want us to talk… and we will."

* * *

Docherty P.O.V.

Docherty walked stiffly over to the High Voltage box, trying to fight the guilt. She'd been struggling to make a decision ever since Martha had revealed the gun and when she thought about what she was about to do, Lily's warm hazel eyes flashed through her mind. But then the most precious blue eyes followed and Docherty knew she couldn't back out of her choice.

No- she didn't have a choice. She opened the hatch in the box, revealing the Archangel communications device.

"Access Priority One." She said firmly. "This is Professor Alison Docherty."

"State your intent." The computer replied and Docherty said with suppressed tears: "First of all, I need to know about my son."

"State your intent." The computer answered and Docherty begged in a trembling voice: "Is my son still alive?"

"State your intent." The computer repeated and Docherty swallowed.

She took a deep breath and said in a tight voice: "I have some information for the Master… concerning Martha Jones… and Lilian Tyler.

* * *

Doctor P.O.V.

The Doctor woke up as the door slid open, and he watched the Master dash in, dressed in a silk dressing gown. The Master grinned delightedly as he asked: "Guess what?"

* * *

Lily P.O.V.

Lily and Martha sat in a slave quarters with some of the remnants of human life in London as Martha told them their story.

"I travelled across the world, from the ruins of New York to the fusion mills of China, right across the radiation pits of Europe. And everywhere I went, I saw people just like you, living as slaves. But if Lilian Tyler and Martha Jones became a legend, then that's wrong, because our names aren't important. There's someone else. The man who sent us out there. The man who told us to walk the Earth. And his name is the Doctor."

She looked at each of them earnestly before looking at Lily. The brunette girl took over, her voice much softer than Martha's but her words no less powerful.

"He has saved your lives so many times, and you never even knew he was there. He never stops. He never stays. He never asks to be thanked. But I've seen him. I know him."

She paused, taking a deep breath before adding softly: "I love him."

She and Martha met eyes, and Martha said quietly: "We both do, Lily so much more so than me."

Lily frowned but Martha nodded determinedly. Martha finished with a fire in her eyes: "And we know what he can do."

There was a clicking sound, and a woman came running in, shouting urgently: "It's him! It's him! Oh my God, it's him! It's the Master. He's here."

Martha stood in alarm as Lily tensed, the rest of the slaves also standing quickly while a boy cried: "But he never comes to Earth. He never walks upon the ground."

"Hide them!" The woman ordered and Tom called as he tossed an old sack: "Use this."

Martha hid, breathing heavily in fear as the slaves pulled Lily amongst them and covered her with old rags desperately. The boy mumbled in a trembling voice: "He walks among us, our lord and master."

 **"** Lily!" The Master called and all the slaves whimpered as Lily cringed. "Martha! I can see you! Out you come, little girls. Come and meet your master."

There was a pause and the Master called: "Anybody? Nobody? No? Nothing?"

As no-one responded, the Master ordered: "Positions."

The slaves began to whisper in panic as they heard the distinct sound of guns cocking. The Master called: "I'll give the order unless you surrender."

Martha began to tremble, almost crying in fear as Lily clenched her fists tightly. But her head snapped up as the Master mocked: "Ask yourself. What would the Doctor do?"

Lily's eyes hardened and she glanced at Martha. Both girls exchanged determined looks and took deep breaths, before removing their Tardis keys. Martha sat up as Lily gently pushed her way out of the slaves, pocketing the precious key. The slaves looked at them in alarm but the girls simply walked out up to the door, Martha taking the bag from Tom resolutely.

She also held out a firm hand to the man as he made to follow them, warning him to keep out of trouble. They paused in the doorway and looked at one another. Their eyes were filled with fear but grim acceptance as they grasped hands. Martha took a deep breath as Lily squeezed her hand before the girls walked out the door with their heads held high.

Lily swallowed hard as they saw the Master standing in the middle of the street, surrounded by soldiers. The Master smiled at her and clapped as the girls walked stiffly closer.

"Oh, yes." He called. "Oh, very well done. Good girls. He trained you well."

The Master looked at Lily and smirked making her jaw clench. At his words, Martha paused, drawing Lily to a halt as well and they eyed the Master warily from a few feet away. The Master then ordered: "Bag. Give me the bag."

Martha took a step forward, the bag clutched in her hand, and the Master warned: "No, stay there. Just throw it."

Martha did as she was told and tossed the backpack onto the ground. The Master pulled out his screwdriver and fired it at the bag, making it explode. Lily's knuckles were white as her free hand fisted tightly while Martha stared horror, and the Master remarked: "And now, good companions, your work is done."

He lifted the screwdriver at Lily first.

Martha immediately tried to shield her friend, but Lily pushed Martha behind herself and she met the Master head on. He raised a brow and there was a ghost of an amused smirk on his face as she met his eyes defiantly. He simply pointed his screwdriver at her and she closed her eyes, willing herself not to move even as Martha flinched a little, fearing for her friend.

Suddenly the door to the slave quarters burst open again and Tom ran out, screaming: "No!"

He had his gun raised, pointed at the Master but the Master just shot him. Killing him.

"Tom!" Lily screamed as Martha stared horror while the Master laughed.

Martha turned her cold eyes on the Master, her fury on the verge of breaking as Lily stared at the fallen man's body, distraught. The brunette girl also turned her eyes on the Master, glaring at him furiously.

The Master was unaffected by their anger as he strolled towards them, saying thoughtfully: "But you, when you die, the Doctor should be witness, hmm?"

Martha took in a sharp breath as Lily's face hardened in anger. The Master grinned a little grimly as he took in her expression before he took a deep breath, glancing at the sky.

"Almost dawn, Lily," he looked at her, "and planet Earth marches to war."


	77. 28-3 Alone Again

"Citizens of Earth, rejoice and observe." The Master declared as guards brought Martha and Lily in.

The Master stood on the top deck, and as the girls walked in, Martha saw her family on one side of the room. Francine gasped and her eyes filled with pain as she saw her daughter, and the Master turned to look down at Lily.

She walked stiffly beside Martha as they made their way resolutely to the foot of the stairs below the Master. As they went, Lily glanced to the side to see Jack had been brought in as well; his face was grimy and covered in blood and soot and he was breathing heavily as though in pain.

But even then his eyes were wide with worry for them as he met her eyes. But she turned away from his piercing blue gaze, searching for someone else. Just before they reached the bottom of the stairs, Lily found him as she spotted the birdcage on the side of the room.

She swallowed hard as she met eyes with the little creature that was the Doctor. He was watching her with those big, pain-filled eyes, and she turned away as she and Martha stopped at the stairs. She turned her eyes back on the Master and put as much anger as she could into her glare as he met her eyes coolly.

There was no hint of amusement on his face now as he met her gaze evenly before looking at Martha.

"Your teleport device, in case you thought I'd forgotten." The Master said in a low voice and Martha pulled the device out of her pants pocket, tossing it at the Master.

He caught it with a smirk, which fell as he ordered in the same low voice: "And now, kneel."

Martha complied quietly as Lily stayed standing defiantly. His eyes narrowed and he barked: "Kneel!"

She glared at him before Martha tugged Lily down. The Master continued in his normal voice, satisfied: "Down below, the fleet is ready to launch. Two hundred thousand ships set to burn across the universe."

He walked up to the controls and he asked: "Are we ready?"

A man answered: "The fleet awaits your signal. Rejoice!"

The Master checked his watch and called: "Three minutes to align the black hole converters. Counting down."

He switched all the clocks in the room to a countdown, and Jack stared at the countdown, breathing heavily. The Master turned back to the room as he added: "I never could resist a ticking clock."

He then shouted: "My children, are you ready?"

The spheres replied, their voices echoing through the intercom: "We will fly and blaze and slice. We will fly and blaze and slice."

The Master added as he sneered down at Lily and Martha: "At zero, to mark this day, Lilian Tyler and Martha Jones, you will die. My first blood. Any last words?"

They stared up at the man wordlessly and he cocked his head.

"No?" He asked but Lily only thinned her lips defiantly at him.

The Master's eyes narrowed and he lifted his screwdriver at the pair. She didn't flinch and neither did Martha, even though Francine did from behind. Martha's family watched with unshed tears in their eyes as the Master ordered: "Bow your head."

Martha glanced at the countdown and then did as she was told. Lily met the Master's gaze evenly, refusing, and his lip curled.

"Well, then you've volunteered to be first." He spat. She just met his gaze squarely even as Jack glanced at her and then the Doctor worriedly.

The Master turned away from her to call triumphantly to the cameras: "And so it falls to me, as Master of all, to establish from this day, a new order of Time Lords. From this day forward…"

Martha began to laugh quietly and the Master paused. Lily also smiled as he looked down, and asked in confusion: "What?"

Lily began to chuckle with Martha and the Master's eyes narrowed angrily. He lowered his screwdriver as he asked menacingly: "What's so funny?"

Martha looked up at him and she said flatly: "A gun."

"What about it?" The Master asked impatiently and Lily continued, wrinkling her nose a little in distaste: "A gun in four parts?"

"Yes, and I destroyed it." The Master snarled.

But Lily snorted and Martha asked in disbelief: "A gun in four parts scattered across the world? I mean, come on," she scoffed, "did you really believe that?"

The Master smiled a little, but it was clear he was still confused as he asked flatly: "What do you mean?"

"As if I would ask her to kill." The Doctor piped up, smiling at the Master smugly as he clutched the bars of his cage.

The Master's eyes narrowed as he snarled: "No? Do you still think that now even though I'm about to kill your precious Lily?"

But it didn't have the desired effect, and for the first time in a year the Doctor didn't react with agony at her name. He simply met the Master's gaze as defiantly as the girls had and the Master scoffed: "Oh well, it doesn't matter anyway. I've got you exactly where I wanted-"

"But I knew what Professor Docherty would do." Martha interrupted with a smirk.

The Master glared at her and then Lily, as the latter added firmly: "The Resistance knew about her son."

The Master's eyes narrowed as Martha explained: "We told her about the gun, so she'd get us here at the right time."

The Master laughed as he pointed out: "Oh, but you're still going to die."

"Don't you wonder why we would want to be here?" Lily asked lightly but there was a hint of seriousness in her voice that made the Master pause.

Martha added with narrowed eyes: "Don't you want to know what we were doing, travelling the world?"

The Master looked exasperated but their words had piqued his curiosity. He shrugged nonchalantly but bit out: "Tell me."

"We told a story, that's all." Lily told him quietly as the Master sat down on the stairs.

Martha continued grimly: "No weapons, just words. We did just what the Doctor said. We went across the continents, just us two. And everywhere we went, we found the people, and we told them out story."

Lily took over again as she said softly: "We told them about the Doctor."

Her eyes flickered to the Time Lord and he smiled a little at her. She looked back at the Master as she went on: "And we told them to pass it on, to spread the word so that everyone would know about the Doctor."

The Master interrupted incredulously: "Faith and hope? Is that all?"

"No," Martha smirked, "because we gave them an instruction."

She and Lily got up, standing tall and proud as they stared at the Master.

"Just as the Doctor said." Lily finished. She glanced at the Doctor again as she remembered what he'd whispered to her: _'Use the countdown.'_

Martha continued: "I told them that if everyone thinks of one word, at one specific time-"

"Nothing will happen." The Master cut in as he stood angrily.

"Is that your weapon? Prayer?" He asked in disbelief, and the girls watched as the countdown hit 15.

"Right across the world," Martha answered defiantly, "in word, just one thought at one moment… but with fifteen satellites."

The Master's head cocked at that and he asked in a whisper: "What?"

"The Archangel Network." Jack realized with a smirk.

The Master's face had changed, but he was still in too much shock to do anything as Lily began: "A telepathic field binding the whole human race together, with all of them,"

5

"every single person on Earth,"

4,

"thinking the same thing,"

3

"at the same time."

2

"And that word,"

1

"is Doctor."

The countdown hit 0 and the Doctor inside his cage started to glow. His form disappeared in the light as he began growing.

"Stop it." The Master gasped. "No, no, no, no, you don't."

Jack took a deep breath and closed his eyes, murmuring: "Doctor."

Francine did the same: "Doctor."

"Don't." The Master began but his monitors showed crowds of people chanting: "Doctor. Doctor. Doctor."

Martha smiled as her family linked hands and closed their eyes to murmur the same word. "Doctor."

"Stop this right now. Stop it!" The Master shouted, and Lucy closed her eyes.

"Doctor." She whispered and Jack whispered: "Doctor."

"Doctor." Martha murmured as she watched the screen and the crowd all called: "Doctor."

"Doctor." Lily breathed.

The Doctor was now back to his hundred-year-old-looking form as he began speaking to the Master: "I've had a whole year to tune myself into the psychic network and integrate with its matrices."

"I order you to stop!" The Master tried to shout but the crowds continued: "Doctor. Doctor. Doctor. Doctor."

"The one thing you can't do." The Doctor said firmly as he returned to his younger-looking self. "Stop them thinking."

Lily, Martha and Jack smiled delightedly while the Jones family all clasped hands. The Doctor began to grow to his normal size as he demanded: "Tell me the human race is degenerate now, when they can do this."

As he returned completely to normal, although still glowing, Martha ran back to her family and drew them in for a tight hug. Lily backed away towards Jack as well, but her eyes were still trained on the Doctor as the Master shouted in anguish: "No!"

He fired a laser at the Doctor but the glowing energy shielded him and the laser didn't hurt him.

"I'm sorry. I'm so sorry." The Doctor told him and the Master snarled: "Then I'll kill her."

He turned to point his laser but the Doctor outstretched his hand and the screwdriver flew out of the Master's hand before he could aim in at Lily. The Master stood, staring at his empty hand before he turned back to the Doctor.

"You can't do this." The Master screamed in defeat. "You can't do it. It's not fair!"

The Doctor raised a brow.

"And you know what happens now." The Doctor said as he approached the Master who cried as he gripped his hair, backing away from the oncoming Doctor: "No! No! No! No!"

"You wouldn't listen." The Doctor said as he came closer.

"No!" The Master shrieked as he cowered away from the Doctor, who continued sternly: "Because you know what I'm going to say."

"No." The Master cried as he curled into a ball in a corner of the room.

The Doctor walked over, and placed his arms around the sobbing and cowering Master.

"I forgive you." The Doctor murmured gently, his eyes aged and filled with sorrow.

"My children." The Master whispered, and they heard the spheres calling over the intercom: "Protect the paradox. Protect the paradox. Protect the paradox."

The Doctor let go of the Master to yell at Jack urgently: "Captain, the paradox machine!"

Jack glanced at the guards who now saw the Master as he really was.

"You men, with me! You stay here." Jack ordered and the guards followed quickly. The Doctor turned, and spotted the Master gripping Martha's manipulator.

"No!" He shouted, leaping over and touching it just as the Master disappeared and Lily screamed: "Doctor!"

* * *

Doctor P.O.V.

The pair appeared on the quarry, and the Doctor gasped to see the thousands of missiles ready for launch. The Master cried triumphantly: "Now it ends, Doctor. Now it ends."

The Doctor reminded him sternly: "We've got control of the Valiant. You can't launch."

The Master turned and he said smugly: "Oh, but I've got this." He pulled off a wrist watch device as he stated: "Black hole converter inside every ship. If I can't have this world, Doctor, then neither can you."

The Doctor looked around quickly, desperately, as the Master spread his arms wide and declared: "We shall stand upon this Earth together, as it burns."

The Doctor paused, and he looked at the Master darkly.

 **"** Weapon after weapon after weapon." He said impassively and the Master flinched a little. "All you do is talk and talk and talk." The Doctor walked towards the Master slowly as he continued: "But over all these years and all these disasters, I've always had the greatest secret of them all."

He stopped before the Master.

"I know you." He said, and the Master lowered the trigger as the Doctor continued: "Explode those ships, you kill yourself. That's the one thing you can never do."

The Master hesitated and the Doctor lifted his hand.

"Give that to me." He said firmly. The Master hesitated, but he knew the Doctor was right. Like a petulant child, he handed over the trigger.

The quarry suddenly shook, making both men fall to the ground. The Doctor realized Jack must've done something about the Paradox Machine, but he couldn't focus on that for now as the Master tried to use the manipulator. The Doctor struggled with him, before pressing it and the two Time Lords disappeared together.

* * *

Lily P.O.V.

Lily stumbled as the whole ship rocked, the spheres all disappearing with agonizing screams. She almost fell over, but someone caught her. She knew who it was even before she looked up, and she smiled at the Doctor. He grinned back at her and then yelled: "Everyone get down! Time is reversing!"

They all lay down, Martha shielding her family as the Doctor and Lily clutching each others hands. They smiled joyously, fighting against the wind that was blowing around the whole room and that was blowing the whole ship as time re-winded. It finally calmed down, and they blinked slowly.

The Doctor helped Lily up and without once letting go of her hand, he raced them over to check the controls. "The paradox is broken! We've reverted back, one year and one day."

Everyone else had started to get up as well, and the Jones' in particular stared at the Doctor with wonder. He ignored them as he checked the clock.

"Two minutes past eight in the morning." He reached across to check the communication transmitters and a man called: "This is UNIT Central. What's happened up there? We just saw the President assassinated."

The Doctor grinned as he murmured: "See? Just after the President was killed, but just before the spheres arrived."

He turned to kiss Lily's forehead and she smiled as the Doctor crowed: "Everything back to normal."

He wrapped his arms around Lily as he continued: "Planet Earth restored. None of it happened."

Lily and Martha exchanged grins and the Doctor saw. He walked down the steps with Lily as he finished: "The rockets, the terror. It never was."

Lily let go of him briefly to hug Martha, laughing in relief. Martha beamed but asked suddenly: "What about the spheres?"

Lily let her go and returned to the Doctor's side. He held her close again as he replied: "Trapped at the end of the universe."

The Master was slowly getting to his feet as Francine murmured: "But I can remember it."

"We're at the eye of the storm." The Doctor explained. "The only ones who'll ever know."

His eyes slid over from Francine and he said cheerily: "Oh, hello. You must be Mr. Jones. We haven't actually met."

The Master suddenly started dashing for the door.

"Doctor!" Lily cried and he spun around as the doors slid open… and the Master ran right into Jack's arms.

"Whoa, big fella!" Jack said cheerily as he turned the Master back into the room. The Master lifted his hands in defeat as Jack continued: "You don't want to miss the party."

The rest of the group skid to a stop from where they'd been running after the Master as Jack turned to a guard and ordered: "Cuffs."

He cuffed them man and dragged him in.

"So, what do we do with this one?" He asked as he stared at the Master in disgust.

Clive snarled: "We kill him."

"We execute him." Tish added harshly.

"No, that's not the solution." The Doctor said sharply, but Francine lifted a pistol she'd picked up off the floor, pointing it right at the Master as she said darkly: "Oh, I think so."

The Doctor turned in alarm while Lily's eyes widened. The Doctor quickly let her go and he walked towards Francine slowly as Francine's eyes filled with tears and she said in a choked voice: "Because all those things, they still happened because of him. I saw them."

"Go on." The Master urged. "Do it."

He hissed and Francine's lips trembled. The Doctor stopped beside her shoulder and he murmured: "Francine, you're better than him."

The Doctor slowly raised a hand to the pistol but Francine dropped in on her own anyway as the tears began to fall. She turned into the Doctor and he hugged her, soothing her as the pistol fell to the ground. Lily saw the Master's face become disgusted and disappointed as Francine sobbed. The Doctor passed Francine over to Martha, who hugged her mother as the woman sobbed into her shoulder, holding her daughter tightly.

The Doctor turned back to the Master as the Master pointed out: "You still haven't answered the question. What happens to me?"

The Doctor replied immediately as he folded his hands behind his back: "You're my responsibility from now on."

The Master's face scrunched but the Doctor continued firmly: "The only Time Lord left in existence."

Jack looked incredulous and he walked over to the Doctor quickly as he said frantically: "Yeah, but you can't trust him."

"It's not an issue of trust." Lily said softly as she walked up to stand behind the Doctor, who nodded in agreement as he said: "No. The only safe place for him is the Tardis."

The Master scoffed as he asked: "You mean you're just going to… keep me?"

Jack had folded his arms and Lily's gaze was as unwavering and firm as the Doctor's as the Doctor replied with a nod: "Mmm. If that's what I have to do."

The Doctor glanced at Lily as he said quietly: "It's time for a change."

She nodded slowly in agreement and the Doctor turned to look back at the Master as he murmured: "Now, at least I know I'm not the last one."

At that moment a gunshot sounded and Lily screamed as the Master jerked, the bullet having hit him in the chest. She whipped around to see Lucy with a completely expressionless face, the gun just raised so that it would hit the Master. Jack looked over as well, and quickly ran to contain her as the Doctor dashed forward to catch the Master as the wounded man fell.

"There you go." The Doctor soothed as he lowered the Master. "I've got you. I've got you."

Lily also walked over slowly as the Master's lips twitched and he murmured: "Always the women."

"I didn't see her." The Doctor apologized tightly, and the Master sneered a little as he commented: "Dying in your arms. Happy now?"

The Doctor argued, sounding somewhere between exasperated and desperate: "You're not dying. Don't be stupid. It's only a bullet. Just regenerate."

"No." The Master breathed, and Lily froze before she made it to the pair.

The Doctor cradled the Master as he begged, desperation beginning to win out in his voice: "One little bullet. Come on."

"I guess you don't know me so well. I refuse." The Master whispered defiantly and the Doctor begged, his voice cracking a little: "Regenerate. Just regenerate. Please. Please!"

The Master pursed his lips as the Doctor fought to keep his voice steady as he pleaded: "Just regenerate. Come on."

"And spend the rest of my life imprisoned with you?" The Master asked in disbelief and the Doctor's face contorted with misery, a tear threatening to fall.

The Doctor was breathing heavily as he replied: "You've got to. Come on. It can't end like this. You and me," the tear fell as he begged: "all the things we've done. Axons. Remember the Axons? And the Daleks."

The Master's face had become pensive, remembering. The Doctor pleaded, the tears beginning to fall freely as his face contorted with sorrow: "We're the only two left. There's no one else."

He fought sobs, and he cried desperately: "Regenerate!"

The Master smiled and he whispered: "How about that. I win."

The Doctor 's face fell, and suddenly the Master was twitching a little. He asked, his eyes going wide and panicked: "Will it stop, Doctor? The drumming. Will it stop?"

His eyes widened until they bulged, before they finally closed. He gave a tiny sigh as he let out his last breath, and the Master died in the Doctor's arms. The Doctor breathed heavily, looking down at the finally peaceful face before he clutched the Master close to his chest. He broke down into sobs as he rocked on the spot.

Lily stood a few paces behind him, deliberating uncertainly. She knew there was no comfort for this man who'd lost his people once, and was now all alone again. She walked closer slowly as the others all watched sadly from the other side of the room, the Jones' each hugging someone. Jack lifted his eyes to the sky while a tear fell from Lily's eyes as she placed a hand on the Doctor's shoulder and he finally just screamed in anguish: "No!"


	78. 28-4 Goodbye Martha

Lily sat waiting for the Doctor inside the recovered Tardis. He had gone alone to burn the Master's body, and Lily couldn't find it in herself to follow to the Master's pyre. It went beyond her abhorrence for the dead Time Lord. When she saw that look in the Doctor's eyes, filled with so much despair and loneliness, she found herself unable to do or say anything in comfort. Because really, they all knew, there was no comfort that could be given.

Jack stayed with her, sitting beside her in the console room after he'd cleaned up in the Tardis showers, while Martha excused herself to be with her family.

"He'll be alright." Jack murmured around midnight, trying to reassure the down-hearted brunette, but Lily said sadly: "He's all alone again- there will be no way he's alright."

Jack's shoulders sagged, but he said as he looked at Lily carefully: "He's not alone. He's got you now."

Lily twisted her hands together as she murmured in agitation: "It's not the same, and you know it. I'm human- I'll die someday, just like all the others."

"But you're alive now, and that's what matters." Jack said firmly. "Yes, he's lost the only other Time Lord companion, but trust me when I say that having you back will be the only thing that will keep him going now."

She glanced at him, staring pensively at the man and examining his blue eyes before she turned away. Leaning her head on his shoulder, she sighed and murmured: "Thank you, Jack."

He nodded and the pair waited in silence once more. Waiting for their Time Lord to return.

* * *

It wasn't until early the next morning that the Doctor returned. Lily's face fell when she saw him; he was back to his light-hearted self as he called cheerily: "Ah, so you're still here then, Jack?"

Jack glanced at Lily before he called back, just as cheerfully: "You can't get rid of me that easily. I'll be off soon though, so don't worry about it."

The Doctor's eyes flickered to Lily but then slid away and her heart sank. The Doctor shrugged as he said lightly: "Well, you could stay if you liked."

Jack's brows shot up as he asked in surprise: "Really?"

When the Doctor hummed in affirmation, Jack snorted as he scoffed: "Well, that's a first."

He turned to the brunette girl.

"After he fled to the end of the universe to get away from me, too. Can you believe his nerve?" Jack addressed Lily.

The Doctor tensed, and they noticed. Lily's shoulders slumped a little while Jack frowned but Lily kept a small smile on her face as she said lightly: "I think you grew on him, Jack. Or, you know, he just feels bad about what he did last time."

"I just thought I'd be nice and extend an offer." The Doctor defended. "I take it back."

Jack laughed, before he got up and strolled off, saying as he walked out the doors: "Well, it's good to have you back, Doctor. I'll just be outside, keep a watch for Martha. I want to say goodbye to her before I go."

And with that, before either of the others could protest, Jack walked out, shutting the Tardis doors firmly behind him.

Lily hesitated as she watched the Doctor carefully. With Jack gone, he'd lost the cheerful look, but he was also avoiding looking at Lily as he stood over the console, playing absently with a few wires. Lily walked over slowly, becoming more confident when he didn't show any sign of turning away. Lily stopped right beside him, wrapping her arms around him and holding him tightly as he sighed a little.

The Doctor carefully turned, shifting in her arms to return her embrace, burying his face into her hair. They stood for a moment before the Doctor's grip tightened. Lily felt something wet land on her shoulder and she tightened her own hold on him, pulling him as close as possible as he wept silently.

"I'm so sorry." Lily whispered. He made no sound and his shoulders barely shook but she held him close, patting his shoulder a little as his tears dropped onto her shoulder.

Minutes or possibly hours later, he finally pulled back. Lily stared at him sadly as she took in his red eyes and the pain that was so clearly etched onto his face that it aged him. Despite the fact that he was physically once again a young man, around his late thirties, Lily could almost still see the wrinkles that had been there before.

The Doctor met her eyes, and it was almost like he was examining her soul. His brown eyes bore into her hazel ones, staring pensively. Lily wasn't sure what he was thinking, but when his arms tightened around her she hugged him back tightly, burying her face into his shoulder as he leant his head over hers.

"Thank you." He whispered, his voice cracking a little.

"For what?" Lily asked quietly and he whispered softly: "For being alive."

She tightened her hold on him, keeping him close to her as he bent his head to kiss the top of hers.

"I won't ever leave you again if I can help it." Lily promised. She knew it was futile to promise eternity- it was physically impossible for her. But she wanted him to know she would do her best to stay with him for as long as she could. He nodded at that, seeming satisfied with that answer. At least for now. They would cross that bridge when they got there.

They broke apart as they heard Jack call a greeting loudly outside, knowing Martha had arrived. But as Lily turned to face the door, the Doctor suddenly reached out, grabbing her face. She stopped, startled, as the Doctor's lips came crashing down on hers. But she blinked away the shock and leant up, kissing him back and the Doctor deepened the kiss.

The kiss was passionate, desperate and needy as their worries and longing broke through, clashing into each other and breaking like waves across a beach as their tongues battled for dominance. All the pent-up anxiety and loneliness over the last year was released in that moment and the Doctor's grip on Lily's waist was strong as he tugged her as close as possible. They clung to each other, both desperate to prove to themselves that the other was there and safe.

They eventually broke apart for air, both gasping but their foreheads remained pressed together as they tried to catch their breath back. The Doctor opened his eyes to stare at Lily, and as though sensing his gaze she opened her own. His eyes were soft and full of emotion as he looked into her loving and relieved gaze.

He leant down to give her a quick, soft kiss before he took her hand and they walked together out of the Tardis to meet Martha.

* * *

The four stood in Roald Dahl Plass, leaning against the railings as they looked out at the crowds of people moving about their day. Martha glanced between the group and then out into the world, some part of her unable to believe the changes she saw.

"Time was," she began at last, "every single one of these people knew your name. Now they've all forgotten you."

She looked at the Doctor who replied lightly: "Good."

Martha smiled a little and Jack piped up: "Back to work."

He moved to start back to his Torchwood but paused as the Doctor commented: "I really don't mind, though. Come with me." He offered.

Jack smiled, but he replied: "I had plenty of time to think that past year, the year that never was," he looked back at his office building, "and I kept thinking about that team of mine."

He turned back to the Doctor as he said: "Like you said, Doctor, responsibility."

"Defending the Earth. Can't argue with that." The Doctor agreed, before he glanced down and took Jack's wrist.

"Hey, I need that." Jack groaned.

Martha and Lily both smiled a little while the Doctor said sternly: "I can't have you walking around with a time travelling teleport." He soniced the vortex manipulator. "You could go anywhere, twice. The second time to apologize."

Jack asked quickly, sounding a little desperate: "And what about me? Can you fix that? Will I ever be able to die?"

The Doctor raised his brows as he replied: "Nothing I can do. You're an impossible thing, Jack."

Jack glanced at Lily who offered him a small smile. He began to laugh, looking back at the Doctor as he commented: "Been called that before."

He turned to leave, and then turned back to them. He saluted: "Sir. Ma'ams."

They grinned and saluted back to him. Jack turned to go, and then turned back to them once more as he added: "But I keep wondering. What about aging? Because I can't die but I keep getting older. The odd little grey hair, you know? What happens if I live for a million years?"

Lily laughed while the Doctor smiled and shrugged as he replied: "I really don't know."

Jack chuckled and he admitted: "Okay, vanity. Sorry. Yeah, can't help it. Used to be a poster boy," he explained and Martha laughed, "when I was a kid living on the Boeshane Peninsula. Tiny little place. I was the first one ever to be signed up for the Time Agency. They were so proud of me. The Face of Boe, they called me."

At that all three smiles fell from the others, but Jack didn't notice as he said: "Hmm. I'll see you."

He turned and left at last. Lily's mouth had dropped open in shock and Martha tapped the Doctor's shoulder, in a similar state.

"No." He replied in disbelief, and Lily asked with wide eyes: "Is that possible?"

Martha added breathlessly: "It can't be."

The Doctor refused to think about it as he said flatly: "No. Definitely not."

He turned to look at Lily, wide-eyed as he protested: "No."

She stared at him, and then after Jack while Martha began to laugh incredulously. The Doctor also turned to look at Jack's disappearing form. His mouth had fallen open as the shock fully sank in and Lily laughed as he cried: "No."

They all began to laugh then, unable to wrap their minds around this new revelation. The Doctor shook his head incredulously while Martha and Lily clutched each other, unable to stand as they laughed hysterically.

* * *

The Doctor had gone on into the Tardis alone while Lily waited outside for Martha. She had changed at last, and finally felt like a human being again in her jeans and chiffon blouse. Although technically time had rewinded, for her it had still been a year since she'd worn regular clothes and it definitely felt good.

As Martha out of her parent's house, Lily saw Martha pull out her phone. She watched with some surprise as Martha made a quick phone call before she abruptly hung up.

But seeing the other woman's relieved smile, Lily grinned. She must've checked on Tom. Lily had done the same using the Tardis phone earlier while waiting for Martha. But the grin slid off her face as she saw Martha's face become determined.

So when Martha finally met Lily's eyes outside the Tardis, the brunette sighed.

"This is it, isn't it?" She asked softly, and Martha nodded.

"I've had a great time, but…"

"You've got things to do here." Lily finished for her, nodding in understanding.

Martha smiled as she added: "And besides, I need to move on with my own life. Find someone new."

Lily blinked in surprise and she was about to open her mouth when Martha cut in: "I'm not saying that to make you feel bad. I'm just saying that I think it's time I expand my own horizons. This last year had me thinking, and then with Tom…"

Lily smiled gently in understanding. Martha grinned a little as she added: "After all, he," she jerked her head at the Tardis, "already has an incredible girlfriend to look after him."

Lily had to laugh a little at that, and then she hugged the woman tightly.

"Bye, Martha." She whispered and Martha nodded.

"I'll stay here, let you say goodbye to the Doctor without 'his girlfriend' hanging over your shoulder." Lily teased half-heartedly and Martha smiled.

"Thanks Lily." She replied before opening the door and walking in to meet the Doctor determinedly.

* * *

Doctor P.O.V.

The Doctor had been in deep thought, thinking over what had happened in the past year that never was, the Master, and Lily. He heard the door to the Tardis open and he peered around the console where he'd been tinkering about to see Martha step inside.

"Right then," he called as he popped back behind the console to start pressing buttons, "off we go. The open road."

He looked over as Martha walked up and raised a brow.

"Where's Lily?" He asked, before he caught something in Martha's expression. He quickly began: "Also, there is a burst of starfire right now over the coast of Meta Sigmafolio."

He went on, ignoring what he knew was inevitable as he rattled off: "Oh, the sky is like oil on water. Fancy a look? Or back in time." He began to run around the console, trying not to face Martha. "We could, I don't know, Charles the Second? Henry the Eighth. I know. What about Agatha Christie?"

He stopped running, looking at Martha squarely as he said with forced enthusiasm: "I'd love to meet Agatha Christie. I bet she's brilliant."

Martha grinned, but it was tinged with sadness and the Doctor sighed. His face became more serious, and he said softly, knowing what was coming: "Okay."

Martha smiled a little, tears beginning to pool in her eyes as she said softly but firmly: "I just can't."

"Yeah." The Doctor replied, knowing he couldn't stop her.

"Spent all these years training to be a doctor." Martha explained, feeling as though she needed to defend her choice. "Now I've got people to look after. They saw half the planet slaughtered and they're devastated. I can't leave them."

The Doctor had bowed his head, but as Martha finished and walked up to him, he lifted his head as he agreed: "Of course not."

They stood for a moment, the Doctor's eyes also sad while Martha's shone with suppressed tears, before the Doctor smiled a little. Martha grinned in response, as the Doctor said sincerely: "Thank you."

He walked the remaining distance between them and hugged the woman farewell. He let her go quickly, saying with a small smile as he looked down at her: "Martha Jones, you saved the world."

"Yes, I did." Martha nodded proudly.

She paused and then added as she looked up at the Doctor: "I spent a lot of time with you thinking I was second best, but you know what?" She prodded his stomach good-naturedly and he smiled a little as she said proudly: "I am good."

He snorted a little, and Martha laughed with him before she looked him over again.

"Are you going to be all right?" She asked seriously, and the Doctor nodded, saying lightly: "Always. Yeah."

Martha nodded thoughtfully, saying: "Right then. And you'll have Lily so I guess you'll be alright."

She turned to go, missing a flicker of emotion on the Doctor's face. Martha paused, turned and kissed the Doctor's cheek, murmuring: "Bye."

The Doctor blinked a little as Martha turned, walking all the way to the door. He stared after her and was surprised when the woman paused and then turned back into the Tardis.

He stood puzzled as Martha said suddenly as she walked back towards him: "Because the thing is, it's like my friend Vicky. She lived with this bloke, student housing, there were five of them all packed in, and this bloke was called Sean. And she loved him. She did. She completely adored him. Spent all day long talking about him."

"Is this going anywhere?" The Doctor asked confused, and Martha nodded as she stopped beside the Tardis console.

"Yes. "She told him pointedly. The Doctor nodded quickly, folding his arms and waiting patiently for her to finish.

"Because he never looked at her twice." Martha said as she looked at the Doctor.

Surprise crossed his face for a brief moment before he lowered his gaze, unable to look at Martha as she continued with her analogy: "I mean, he liked her, but that was it. And she wasted years pining after him. Years of her life. Because while he was around, she never looked at anyone else."

She gestured vaguely at the Doctor, whose face darkened just a little in guilt but Martha went on: "And I told her, I always said to her, time and time again, I said, 'get out'."

She paused for breath, and the Doctor stared at her sadly before he nodded just briefly once, understanding her point. Martha swallowed before she said firmly: "So this is me, getting out. I spent all that time with you seeing the universe. I think I'll try see the world, my world, now."

The Doctor heaved a deep breath as they stared at one another, before Martha suddenly started rummaging in her pocket. Satisfied now that she had finally gotten her feelings off her chest, she smiled as she tossed him her phone.

"Keep that, because I'm not having you disappear. And I want to be able to see Lily from time to time, too." She told him.

He blinked in surprise as he held her phone. She pointed at it as she said sternly: "If that rings, when," she corrected quickly, "that rings, you'd better come running. Got it?"

"Got it." The Doctor grinned, and Martha said with a smile as she turned back to leave again: "I'll see you again, mister."

He smiled as Martha walked out, and then blinked as she popped her head back in again.

"Oh, and if you make Lily cry, you'll have to answer to me!" She called and he smiled as he watched the brave companion turn back around and walk out of the Tardis doors. For good.

Lily slipped in soon after, closing the door softly behind her. She smiled gently at the Doctor as he stood a little pensively by the console and walked over slowly. He didn't really move although he did glance at her as she came ever closer. His eyes were riddled with guilt as Lily stopped beside him.

"You don't have to feel guilty. She doesn't hold it against you." She told him in a low murmur, and he sighed.

"I just…" He trailed off uncertainly and she smiled.

"She left because she had things she needed to do here, but she needed the full feeling of closure. That's all it was, so don't you dare try beat yourself up over it." Lily warned him and the Doctor chuckled slightly.

His eyes were still sad but he murmured softly: "You think I would then?"

"It's what you're doing right now." Lily pointed out. He smiled and drew her closer to him, wrapping his arms around her so that his hands were interlocked in the small of her back.

"Thank you." He murmured. Lily smiled at him, and she was about to say something else, when suddenly there was the loud blare of a foghorn.

Lily and the Doctor turned in alarm and surprise, before their eyes widened. The Doctor grabbed Lily's hand and they dashed out of the way as the front of a ship rammed itself into the side of the Tardis, blowing a giant hole in one side.

The pair stared, the Doctor's mouth falling open and Lily's eyes huge as they ogled at the ship. The Doctor exclaimed incredulously: "What?"

Lily stood up slowly as the Doctor pushed himself up quickly, going to examine the ship. He picked up a lifebuoy that had fallen from the ship as Lily joined him. She looked at it, and they both stared at the name etched into the side of the buoy: 'Titanic'.

Lily blinked in confusion and amazement as the Doctor stared up at the ship again, and asked blankly: "What?"


	79. 29-1 Voyage of the Damned

"What?" The Doctor repeated incredulously and Lily commented dryly: "You know, this is starting to become a pattern."

The Doctor glanced at her and the pair exchanged small smiles before they ran towards the console. Lily hung on as the Doctor pulled some levers and soon the Tardis was sealing its walls again firmly, pushing the ship out. The Doctor then set them in motion, and Lily guessed he was landing them on the 'Titanic' as it was called.

Sure enough, when he led the way to the door and opened it warily, Lily could see they were in a storeroom of sorts by a tray of crystal cocktail glasses. There was also a board listing various shipping companies hanging on the other wall, and a foghorn sounded once more in the distance as the pair slowly walked out. The Doctor checked the Tardis from the outside, patting the recently sealed hole and making Lily smile.

He then dusted off his blue suit as he led the way down the hallway. Lily also brushed off the dust caused by the debris earlier, and fixed her blouse. The pair poked their heads through the door at the end of the corridor and found themselves in a fancy reception room.

Lily paused as the Doctor slowly stepped inside, both of them watching the crowd mingling inside the room. They were all dressed in formal clothes as they enjoyed a champagne buffet, and Lily immediately felt uncomfortable. The Doctor would be less conspicuous in his suit but she would definitely stick out like a sore thumb.

The Doctor, oblivious to her concern, strode into the room with his usual confidence. Lily rolled her eyes but followed him, exuding the same confident aura as she walked alongside him. She looked around in surprise at all the holiday decorations and a band was playing a slow version of 'Jingle Bells'.

The Doctor was walking along the side of the room, examining the golden angel statues that lined the walls.

"What are they?" Lily asked him and he shrugged but at that moment the angel lifted its head with small mechanic whir and looked at them.

They both blinked at it as it stared back, before the Doctor slowly made his way further into the room. Lily examined the statue for a moment longer, wondering what these things were doing on the ' _Titanic'_ , before she followed him.

She stopped again as a small red-skinned alien with a prickly head- almost like a porcupine- passed her and the Doctor, wearing a dinner jacket.

Lily blinked at it in surprise while the Doctor moved towards the window and peered outside.

"Right." He murmured at last in understanding, and Lily joined him. Her eyes widened and then she sighed a little as she stared down at Earth below.

An intercom called at that moment: "Attention all passengers. The Titanic is now in orbit above Sol Three, also known as Earth. Population, Human. Ladies and gentlemen, welcome to Christmas."

"We're in a giant spaceship modeled after the Titanic and flying above Earth… to witness Christmas?" Lily asked skeptically.

The Doctor murmured with pursed lips: "It would seem so."

He glanced around and then at her.

"Ready to find out why?" He asked and she grinned.

"Why else am I here?" She teased and he grinned back at her. Taking her hand, he quickly led them back to the Tardis, heading straight for the wardrobe.

* * *

The pair watched a small screen in the reception room as the recording showed them an elderly gentleman. He was saying: "Max Capricorn Cruiseliners. The fastest, the farthest, the best. And I should know because my name is Max."

He gave a cheesy wink and a smile his gold tooth glinting in the light. The Doctor fiddled with his bow tie, smoothing it out and tugging a little on his dinner jacket as Lily straightened her gold-sequined dress.

"I'm still not sure about this suit." The Doctor muttered. "As I said before, bad things tend to happen when I wear it."

Lily glanced at it and smiled.

"I think that's just the trouble coming to find you." She told him and he made a face.

"Martha said almost the same thing when I wore this for the Lazarus thing." The Doctor sighed and Lily chuckled.

She eyed him again and a playful smile appeared as she teased: "Well, I think it looks rather dapper. Especially the bow tie."

He raised a brow at that before he grinned. They turned to walk towards the ballroom and the Doctor lifted his arm, offering it to her. She grinned as he wiggled his brows teasingly before she took his arm and the pair headed towards the ballroom doors.

"Merry Christmas, sir, ma'am." A steward at the door greeted politely as they passed and the Doctor answered cheerfully: "Merry Christmas."

Lily simply smiled politely and then they walked inside. Couples were dancing all around the room as the band now played 'Winter Wonderland', and the pair quickly moved to the outskirts, avoiding the dancing people. They wandered about, looking around curiously, and passing a posh man with his hair slicked back.

He was saying pompously into his phone: "It's not a holiday for me, not while I've still got my vone. Now do as I say and sell."

The Doctor raised a brow while Lily snorted quietly as the man walked off, still talking rapidly into his 'vone'. The Doctor turned to one of the angels and he said quickly: "Evening. Passenger fifty seven. Terrible memory. Remind me, uh, you would be…?"

He trailed off as he lifted a brow at the angel questioningly. The angel replied mechanically: "Information. Heavenly Host supplying tourist information."

Lily blinked at it while the Doctor paused before saying quickly: "Good, so, tell me, because I'm an idiot, where are we from?"

Lily rolled her eyes at him while the Host answered: "Information. The Titanic is en route from the planet Sto in the Cassavalian Belt. The purpose of the cruise is to experience primitive cultures."

Lily frowned, offended, while the Doctor peered about before asking: "'Titanic'. Who thought of the name?"

"Information." The Host responded. "It was chosen as the most famous vessel of the planet Earth."

Lily snorted quietly as the Doctor raised a brow and asked skeptically: "Did they tell you why it was famous?"

"Information." The Host answered. "All designations are chosen by Mister Max Capricorn, president of Max, Max, Max-"

The Host began to twitch and its voice changed pitch as it continued to repeat the word. The Doctor's brow raised even higher as Lily frowned. The Doctor muttered as he reached inside his suit for the screwdriver: "Ooo, bit of a glitch."

"It's all right, sir," a steward said reassuringly as he appeared from the other side of the room, "we can handle this."

The Doctor nodded, quickly removing his hand from his screwdriver. He and Lily watched curiously as two more officers arrived quickly and they switched the Host off. The steward smiled at the couple apologetically as he said: "Software problem, that's all. Leave it with us, sir. Merry Christmas."

They both smiled back politely as the steward quickly walked off after his comrades before their smiles dropped and they exchanged looks. Lily tugged on the Doctor's bow tie lightly as she murmured: "Mm, maybe it is the suit."

He laughed a little as she winked, and he shook his head at her amusedly as they walked on. Lily started as there was a crash from behind and they both turned to see the arrogant man from before as he stood before a pretty, blonde waitress who didn't look much older than Lily herself.

The woman's tray was on the ground, the shattered glasses of champagne explaining the crash they'd heard.

"For Tov's sake, look where you're going." The man was snarling at the waitress. "This jacket's a genuine Earth antique."

Lily raised a brow while the Doctor frowned, and the waitress murmured: "I'm sorry, sir. "

She quickly bent down to clean up the mess, and Lily frowned as the man snapped: "You'll be sorry when it comes off your wages, sweetheart. Staffed by idiots. No wonder Max Capricorn's going down the drain."

He turned and walked off snootily. Lily watched him in distaste before she walked over to the waitress, the Doctor going with her.

"Careful." Lily murmured as she and the Doctor both leant down to help the waitress clean up the broken glass.

"There we go." The Doctor added as he scooped up some of the glass.

"Thank you, sir, ma'am." The waitress said quickly but firmly. "I can manage."

"I never said you couldn't." The Doctor answered lightly. "I'm the Doctor, by the way, and this is Lily." He added as they busily swept the glass onto the woman's tray.

The waitress answered, looking at them in some surprise: "Astrid, sir, ma'am. Astrid Peth."

"Nice to meet you, Astrid Peth. Merry Christmas." The Doctor said with a small smile. Astrid blinked at them as Lily also gave the woman a warm smile before bending her head again to pick up another shard of glass.

Astrid seemed to smile beside herself, and she answered in equal warmth as she also picked up more of the broken glass: "Merry Christmas, sir, ma'am."

"Just Doctor, not sir." The Doctor corrected.

Lily added: "And it's just Lily, not ma'am."

Astrid gave them odd stares before she returned to her task.

"You enjoying the cruise?" She asked conversationally.

Lily smiled while the Doctor replied thoughtfully: "Er, yeah, I suppose. I don't know. Lily's probably the best part, but that's not really to do with the cruise is it?"

"Ah," Astrid nodded in understanding, "and what brings you on the cruise then? Are you married or…?"

She trailed off and the Doctor quickly shook his head as Lily blinked in faint alarm.

"No, no." The Doctor said hastily. "Lily's my girlfriend."

"We were just here for Christmas." Lily added, a little uncomfortably as she was aware she was blushing deeply.

The Doctor added quickly to Astrid: "What about you? Long way from home, Planet Sto."

"Doesn't feel that different." Astrid admitted as she glanced around. "I spent three years working at the spaceport diner, travelled all the way here and I'm still waiting on tables."

She indicated her tray and Lily winced sympathetically. Astrid walked away, starting to clear another table and Lily and the Doctor followed curiously.

"No shore leave?" The Doctor questioned, and Astrid explained: "We're not allowed. They can't afford the insurance."

Lily frowned a little at that while the Doctor raised a brow.

Astrid shrugged as she explained nonchalantly: "I just wanted to try it, just once." She nodded out a window at the Earth below. "I used to watch the ships heading out to the stars and I always dreamt of-"

She paused and then said quickly, almost embarrassed: "It sounds daft."

"You dreamt of another sky." Lily murmured softly.

Astrid glanced at her in surprise and the Doctor added softly: "New sun, new air, new life. A whole universe teeming with life. Why stand still when there're all that life out there?"

He and Lily shared small smiles as Astrid glanced over at them, staring in wonder. She asked slowly: "So, you travel a lot?"

"All the time." The Doctor answered lightly as he grinned at the blonde woman.

"Just for fun. Well," the Doctor amended, "that's the plan. Never quite works."

He grinned back at Lily, who chuckled, nodding in agreement.

"Try most of the time." Lily said cheekily and he nudged her with his elbow.

"Must be rich, though." Astrid pointed out to them, sighing a little dreamily.

She was surprised when Lily laughed a little, shaking her head, as the Doctor answered easily: "Haven't got a penny."

Astrid stared at them incredulously as Lily winked at the blonde while the Doctor looked around and then whispered to Astrid: "Stowaways."

"Kidding." Astrid replied in disbelief and the Doctor just answered: "Seriously."

"No." Astrid smiled and Lily laughed while the Doctor answered seriously: "Oh, yeah."

"How did you get on board?" Astrid asked them, sounding faintly impressed.

"It was an accident, as always." Lily answered, elbowing the Doctor good-naturedly.

He grinned at her as he explained to Astrid: "I've got this, sort of, ship thing. I was just rebuilding her. Left the defences down. Bumped into the Titanic. Here I am."

He nodded at the crowd as he finished with a light shrug: "Bit of a party. I thought, why not?"

Astrid glanced around, and then she looked back at the pair.

"I should report you." She said with a straight face, but Lily could see the woman was suppressing a smile.

A small grin appeared on Lily's face as the Doctor challenged teasingly: "Go on then."

Astrid pursed her lips, trying to hide her smile a little longer before she gave in. She and Lily exchanged smiles as Astrid said cheekily: "I'll get you two a drink. On the house." She added in a whisper, and winked at them.

Both the Doctor and Lily grinned in amusement as Astrid walked off again to continue doing her job. Lily leaned in and whispered to the Doctor: "I like her."

"Mm…" The Doctor hummed, and Lily glanced at him.

"Come on, I know you like her too." Lily said with a knowing smile, and he finally let a smile grace his face as he glanced down at her.

"Well, yes," he admitted, "but isn't it a little early? I mean Martha…"

"She wouldn't want you to mope." Lily finished gently. The Doctor pursed his lips as he looked down at her before smiling.

"Come on." He said, and Lily laughed as he took her by the arm again and they mingled into the crowd.

They glanced around as they heard raucous laughter from behind, and Lily saw a group of posh, stuck-up people laughing at a couple sitting at another table. The couple were dressed in flashy purple cowboy outfits, and the chubby woman paused in eating her buffalo wings to she glanced over at the group. Lily tugged lightly on the Doctor's jacket, signaling quietly and he nodded.

They walked over, just in time to hear the man soothe his peeved wife as he said: "Just ignore them."

The Doctor took a seat beside the man, saying lightly in greeting: "Something's tickled them."

Lily took the seat beside him, sitting opposite the other woman as she explained: "They told us it was fancy dress."

She gestured down at her outfit and Lily frowned slightly while the Doctor raised a brow. The woman continued bitterly: "Very funny, I'm sure."

"They're just picking on us because we haven't paid." The man soothed.

His wife pursed her lips but nodded and went back to her wings as the man explained to the Doctor and Lily: "We won our tickets in a competition."

He pointed at his wife, and Lily smiled while the Doctor looked at the woman in surprise. The woman explained: "I had to name the five husbands of Joofie Crystalle." Her husband patted her arm proudly, "in 'By the Light of the Asteroid'."

Both Lily and the Doctor smiled at their obvious affection for each other, and the woman added to the couple: "Did you ever watch By the Light of the Asteroid?"

"Is that the one with the twins?" The Doctor asked thoughtfully.

"That's it." The woman beamed. Lily smiled as the woman sighed happily: "Oh, it's marvellous."

"But we're not good enough for that lot." The man said bitterly around his mouthful of wing. He pointed at the posh group behind the Doctor and Lily. "They think we should be in steerage."

Lily frowned, but it relaxed as the Doctor murmured: "Well, can't have that, can we?"

The couple looked at him oddly, as though wondering what he meant. Lily just smiled, leaning against him to hide his movements as he surreptitiously pointed his sonic back towards the group. The cork on the champagne on the table before the group suddenly flew off with a loud bang. Lily smiled demurely as they heard the sound of shrieking as the champagne sprayed all over the group, while the other couple's jaws dropped open.

The woman lifted a finger towards the group in shock as she asked with wide eyes: "Did you do that?"

"Maybe." The Doctor answered nonchalantly, his face never changing. Lily just smiled mysteriously as the couple stared at her and the Doctor, before they started laughing.

"We like you." The woman chortled and the man clapped his hands softly as he added cheerfully: "We do. I'm Morvin Van Hoff."

He introduced, extending a hand towards the Doctor. The Doctor shook it warmly as the man added, nodding at his wife: "This is my good woman, Foon."

"Foon." The Doctor repeated cheerfully as he nodded at the woman, while Lily nodded at Morvin.

"Hello, I'm the Doctor, and this is my Lily."

He gestured at Lily, and the brunette greeted warmly: "Hello."

Morvin smiled at them, while Foon chuckled as she said: "Oh, I'm going to need a Doctor, time I've finished with that buffet. Have a buffalo wing."

She added as she gestured at their giant plate. The Doctor took one as Foon added: "They must be enormous, these buffalo. So many wings."

Lily stifled a laugh as Morvin nodded in agreement, instead sharing a secret grin with the Doctor. The Doctor had just bit into his wing when the intercom called: "Attention please. Shore leave tickets Red Six Seven now activated."

Lily looked up in surprise while Foon and Morvin began to clean up and dig through their pockets. "Red Six Seven."

"Red Six Seven." Foon murmured as she and Morvin pulled out their tickets.

"That's us." She beamed with her husband, before turning to Lily and the Doctor and asking excitedly: "Are you Red Six Seven?"

"Might as well be." The Doctor answered with a grin.

Lily chuckled, looking at him fondly as Morvin said cheerfully: "Come on, then."

They all stood up and Morvin crowed delightedly: "We're going to Earth."

The Doctor took Lily's arm again and the pair followed Foon and Morvin out into the reception room. A small crowd had already gathered by an elderly gentleman in a tweed suit, who was holding up a red sign with the numbers '6-7' on it.

"Red Six Seven." He called above the chatter. "Red Six Seven. This way, fast as you can."

Foon and Morvin hurried over while Lily paused as she spotted familiar blonde hair. She smiled and the Doctor stopped with her as Astrid appeared, saying: "I got you that drink."

She proudly held up the tray with two glasses on it, and the Doctor glanced at Lily. The brunette girl beamed at him and he grinned as he turned back to Astrid, saying in a low voice: "And I got you a treat. Come on."

"Red Six Seven departing shortly." The elderly gentleman called again, and Lily led Astrid with her as the Doctor went on ahead quickly.

He flashed his psychic paper at the gentleman, saying confidently: "Red Six Seven for two, plus one."

The man looked at the paper and then answered easily: "Quickly, sir, please, and take three teleport bracelets if you would."

He waved and a steward handed the Doctor three metal bands. He nodded in thanks and turned back to the girls. The Doctor handed one to a beaming Lily as Astrid whispered urgently: "I'll get the sack."

"Brand new sky." The Doctor countered as he held up one of the bracelets. Astrid looked between him and Lily, taking in their twinkling smiles and the Doctor's mischievous grin and Lily's warm smile.

She took the bracelet, sliding it onto her wrist, and Lily beamed at the other girl as the elderly gentleman called: "To repeat, I am Mister Copper, the ship's historian, and I shall be taking you to old London town in the country of UK," Lily smiled in surprised delight, "ruled over by good King Wenceslas."

Lily almost burst out laughing, instead pressing a hand to her mouth to keep it down. The Doctor's brow had raised before he and Lily shared amused grins as Cooper continued: "Now, human beings worship the great god Santa, a creature with fearsome claws, and his wife Mary. And every Christmas Eve, the people of UK go to war with the country of Turkey. They then eat the Turkey people for Christmas dinner like savages."

Foon and Morvin were exchanging wide-eyed looks of terror and the Doctor interrupted quickly, asking Cooper with a slight frown: "Excuse me. Sorry, sorry, but, er, where did you get all this from?"

"Well, I have a first class degree in Earthonomics." The man answered.

The Doctor raised his brows as Lily began to laugh silently behind his back, hiding from the others' views. He glanced back at her, trying to suppress a grin as Cooper called: "Now, stand by."

"And me!" A squeaky, almost metallic voice called suddenly from behind. Lily turned to see the tiny red-skinned alien from earlier running forwards as he called: "And me! Red Six Seven."

"Well, take a bracelet, please, sir." Cooper said as the man caught his breath.

The Doctor frowned and he protested: "But, er, hold on, hold on. What was your name?" He asked the tiny red alien and the alien answered in surprise: "Bannakaffalatta."

"Okay," the Doctor said in equal surprise, "Bannakaffalatta."

Lily glanced at him, impressed he'd caught the whole name, but she nodded in agreement as the Doctor turned back to Cooper and protested: "But it's Christmas Eve down there. Late night shopping, tons of people. He's like a talking conker."

Bannakaffalatta turned to him indignantly, and Lily elbowed him as he added quickly to the red alien: "No offence, but you'll cause a riot because the streets are going to be packed," the steward pressed a button and there was a whirring noise, "with shoppers and parties," Lily gasped a little as they all flitted out of existence for a moment, "and-"

The Doctor stopped as they all stared around at the empty London streets.

"Oh." The Doctor murmured, both he and Lily frowning as they looked around in confusion. They were definitely in London, or at least the UK as far as Lily could tell, but the large street was completely deserted and every store had large 'Sale' banners hanging in their windows. And that was if they were even open.

Copper was calling to the group: "Now, spending money. I have a credit card in Earth currency if you want to buy trinkets, or stockings, or the local delicacy, which is known as beef."

The Doctor and Lily weren't paying attention, and Lily asked quietly: "Are we sure this is London as we know it?"

He nodded, still looking around with a frown as Astrid looked around in wonder. Cooper finished: "But don't stray too far, it could be dangerous. Any day now they start boxing."

The group began to disperse, and the Doctor murmured with a deep frown: "It should be full. It should be busy. Something's wrong."

"But what?" Lily whispered anxiously, while Astrid sighed happily: "But it's beautiful."

Lily smiled a little as she glanced at the woman while the Doctor turned to Astrid and asked in surprise: "Really? Do you think so? It's just a street. The pyramids are beautiful, and New Zealand."

"But it's a different planet." Astrid murmured in awe. She began to walk down the street as she breathed: "I'm standing on a different planet. There's concrete and shops. Alien shops. Real alien shops!"

She jumped in delight, making both the Doctor and Lily grin. She was like a child on Christmas day, and her excitement was infectious. Astrid gasped and pointed at the sky: "Look, no stars in the sky."

She sniffed. "And it smells."

Lily suppressed a laugh as Astrid said excitedly: "It stinks!"

She giggled and Lily did laugh then.

"Oh, this is amazing." Astrid breathed and she suddenly turned to the pair, crying: "Thank you!"

She hugged them, tugging the Doctor down to her height as she wrapped her arms around the pair's necks. Lily laughed lightly, hugging her back while the Doctor answered in surprise: "Yeah?"

Astrid nodded excitedly as she let go and the Doctor grinned although it faded quickly.

"Come on then," he said as he took Lily's hand, "let's have a look."

Lily took Astrid's hand, tugging the blonde with them as the Doctor dashed off to the side.

"Hello, there." The Doctor called as he stopped beside a newsstand where an old man was sitting, waiting to sell at least one paper. The man looked at them in surprise, especially when the Doctor asked: "Sorry, obvious question, but where's everybody gone?"

"Oh ho, scared!" The old man answered, scoffing a little.

Lily frowned while the Doctor said, nodding: "Right. Yes."

He then turned back to the old man and asked in confusion: "Scared of what?"

"Where've you been living?" The old man chuckled.

"London at Christmas? Not safe, is it." He said as though it was obvious.

Lily and the Doctor frowned worriedly, and the Doctor asked quickly: "Why?"

"Well, it's them, up above." The old man cried as he pointed at the skies.

The trio all looked up in confusion, before Lily looked at the old man in surprise and understanding at last as he continued: "Look, Christmas before last we had that big bloody spaceship, everyone standing on a roof."

He pointed at the TV behind him which was showing a news broadcast titled: 'Londoners in Festive Fear'. It showed the Sycorax ship and then the Racnoss ship just as the old man continued: "And then last year, that Christmas Star electrocuting all over the place, draining the Thames."

Lily's eyes widened and she began to suppress another laugh as the Doctor also finally understood and shifted on his feet sheepishly. Astrid meanwhile murmured with wide grey eyes: "This place is amazing."

She looked around in wonder, but the Doctor and Lily refocused on the old man as he continued: "And this year, Lord knows what. So, everybody's scarpered. Gone to the country."

"Look what you've done." Lily whispered to the Doctor so that the old man couldn't hear. He grinned at her, as the old man finished: "All except me," he paused and then gestured at the TV, "and Her Majesty."

He stood up respectfully as they watched as the news report finished with the reporter standing outside Buckingham as he said: "Her Majesty the Queen has confirmed that she'll be staying in Buckingham Palace throughout the festive season to show the people of London, and the world, that there's nothing to fear."

"God bless her." The old man murmured as he saluted into the distance. He turned back to the pair as he finished firmly: "We stand vigil."

"Well," the Doctor began, "between you and me, I think her Majesty's got it right. Far as I know, this year, nothing to worry about."

Of course, it was at that moment that they were teleported back to the ship. Lily sighed. She could just imagine the old man's shock.

"I was in mid-sentence." The Doctor complained.

"Yes, I'm sorry about that." Copper said sheepishly. He admitted: "A bit of a problem. If I could have your bracelets."

He extended his hands for them as the Chief Steward hurried over and called: "Apologies, ladies and gentlemen, and Bannakaffalatta. We seem to have suffered a slight power fluctuation."

Astrid quickly hid behind the Doctor before the steward could see her, and Lily moved to help shield the blonde woman as the steward said to the guests apologetically: "If you'd like to return to the festivities. And on behalf of Max Capricorn Cruiseliners, free drinks will be provided."

The Steward smiled at them all as the group began returning their teleports and started to disperse. Astrid came out from behind the Doctor and she faced the couple as she whispered gratefully: "That was the best. The best!"

Lily and the Doctor smiled at the woman before Astrid quickly headed back to do her job. Their smiles immediately dropped and as the Doctor handed his and Lily's bracelets back to the Steward, he asked the other man seriously: "What sort of power fluctuation?"


	80. 29-2 Titanic

The party was in full fling in the ballroom as people danced to the music and the singer sang 'The Stowaway' by Murray Gold. The Doctor and Lily kept looking around uneasily, having gotten no answer from the Chief Steward, and Lily finally nudged the Doctor. He glanced at her and she pointed at one of the picture frames, which actually held a screen inside.

Capricorn was saying: "And I should know because my name is Max." The Doctor led Lily over, both looking around warily as the Doctor pulled on his glasses. "The fastest, the furthest, the best."

The Doctor soniced the frame as Lily covered him casually, standing in front of him and staring out at the crowd.

"My name is Max." Capricorn smiled creepily as the Doctor pulled the frame forward on a hinge, revealing the electronics behind. The Doctor twisted a few knobs and wires, changing the screen from Capricorn to the Titanic's status.

He glanced at the screen and then leaned in to look closer in alarm. Lily glanced back as well as she heard a faint beeping, and she saw the words 'Shields off-line' flashing in red on the screen.

"Oh, no." She murmured. The Doctor meanwhile peered out the porthole window right beside them, staring out into space. His face went grim at what he saw, and Lily glanced at him in alarm.

"Doctor?" She questioned but he had turned back to the electronics, activating the communicator.

Lily peered out the window as he worked, and her face went white as the Doctor called into the screen urgently: "Is that the bridge? I need to talk to the Captain. You've got a meteoroid storm coming in West zero by north two."

"Who is this?" An elderly voice- probably the Captain- answered.

Lily returned to the Doctor's side quickly, listening anxiously as the Doctor snapped: "Never mind that, your shields are down. Check your scanners, Captain. You've got meteoroids coming in and now shielding."

"You have no authorisation. You will clear the comms at once." The Captain ordered, and Lily glanced around anxiously while the Doctor retorted angrily: "Yeah? Just look starboard!"

"Doctor!" Lily gasped as she saw two stewards heading their way, including the Chief Steward.

He glanced back as well, but it was too late as one of the stewards grabbed his arm firmly while the Chief Steward said to them pointedly: "Come with me, sir, ma'am."

As he was dragged off with Lily following uncertainly, the Doctor snarled quietly to the Chief Steward, trying not to alarm anyone else yet: "You've got a rock storm heading for this ship and the shields are down."

The stewards made no indication that they'd heard, only flickering their eyes around to check that no one else had noticed.

"This is becoming just like the Titanic." Lily whispered anxiously as she looked around worriedly. The Doctor suddenly pulled away from his escort, running for the stage. One of the stewards made chase immediately as the Chief grabbed Lily before she could follow.

She fought desperately, arguing: "Get off me, you know he's right!"

People were starting to notice as the Doctor ran through and jumped onto the stage, and Foon, Morvin, and Bannakaffalatta stared in surprise as the Doctor snatched the microphone and yelled: "Everyone, listen to me!"

Astrid also looked over in surprise at his voice, and people stopped to stare as the Doctor shouted urgently: "This is an emergency! Get to the lifeb-"

He was cut off as one of the golden Hosts covered his mouth and dragged him away from the microphone.

"Doctor!" Lily yelled in alarm as the steward grabbed the Doctor again. She was dragged out into the reception room, the Doctor being pulled out after her.

He shouted at the crowd as he was dragged out of the ballroom: "Look out the windows!"

"Let him go, he's trying to save you!" Lily urged the Chief Steward as he pulled her along, but he pretended not to hear.

The Doctor snapped at them as he was dragged behind Lily: "If you don't believe me, check the shields yourself."

"Sir, I can vouch for him!" Astrid cried as she suddenly appeared behind them.

Morvin added as he and Foon hurried up behind Astrid: "Look, Steward, he's just had a bit too much to drink."

The Chief Steward tried to shrug them off, when Copper suddenly called from his spot in the reception room: "Sir, something seems to have gone wrong. All the teleports have gone down."

"Not now!" The Chief Steward snapped in exasperation as he pulled Lily with one hand and helped the other steward drag the Doctor with his other.

"I must protest! Leave this man!" Bannakaffalatta cried as the Chief Steward continued to drag them out of the reception room and into a side, staff corridor.

Lily added in exasperation: "Look, you're an experienced man, surely you know something's wrong!"

Their new friends and Copper followed anxiously as the Steward made no move to indicate he had heard any of them. The Doctor burst out angrily: "The shields are down. We are going to get hit."

Suddenly from behind, a man shouted: "Oi! Steward!"

They all looked back in surprise, and Lily saw it was the arrogant man who'd scolded Astrid before. He shouted authoritatively: "I'm telling you, the shields are down!"

"Listen to him. Listen to him!" The Doctor ordered and the steward finally hesitated.

Lily looked at him hopefully as he looked torn, but it was already too late. They all shrieked as there was an almighty crash from behind and the whole ship rocked. The Doctor grabbed Lily as the Steward let go in alarm as they were all flung sideways with the ship.

Several pipes burst and a fire burst out in front of them, and they all began screaming in panic they tried to steady themselves while the ship continued to rock. Several of the men grabbed onto the sides and pillars to try keep steady, Morvin grabbing Foon tightly. The Doctor covered Lily protectively as she clung to Astrid securely.

There was a final bang as something exploded nearby, sending the trio flying to the side, before everything finally went quiet. Several people were shaking, Astrid included, as they all lay on the ground in shock. The Doctor quickly checked Lily from head to toe, making sure she was alright before he stood up slowly.

"You alright?" Lily asked Astrid worriedly as the blonde woman breathed in labored breaths. Astrid nodded shakily, and Lily could hear Morvin trying to soothe Foon above everyone else's panting, trying to calm the sobbing woman.

They all slowly sat up as the Doctor ordered: "Shush."

He listened intently with a finger raised to silence them all. The group went quiet, watching the Doctor as he stood above them, and as the noises began to fade, leaving only faint creaking sounds he murmured: "It's stopping."

He turned around and reached out a hand to Lily. She took it gratefully and he helped her up before hugging her tightly as the others all climbed to their feet.

"You're okay?" He checked again and she nodded into his chest. The Doctor let go slightly to glance around at the wreckage as he muttered: "Bad name for a ship."

Lily glanced to the side to check Astrid but her eyes fell on something by the blonde woman's feet.

"Either that or this suit is really unlucky." The Doctor continued dryly, and Lily whispered: "Doctor."

He glanced at her immediately, and she pointed down. He looked at where she was indicating and his face went grim. The Doctor quickly let Lily go, both of them bending down to check on the fallen steward. The Doctor felt the man's neck for a pulse, before slowly lifting his head to glance down the corridor. The Chief Steward was watching them anxiously, and the Doctor shook his head grimly.

Lily sighed in defeat, and the Doctor took her hand as they both stood up again, while the Chief Steward said to the rest of the group hastily: "Er, everyone. Ladies and gentlemen, Bannakaffalatta. I must apologise on behalf of Max Capricorn Cruiseliners."

Lily sighed again, this time in a bit of irritation, as the Doctor walked down towards the group. He stopped though, standing before another one of the 'Max Capricorn' screens. Lily paused with him as he examined the screen while the Chief Steward finished: "We seem to have had a small collision."

"Small?" Morvin repeated incredulously, and suddenly he, Foon, and the posh man were all shouting at the Steward.

The man tried to interrupt: "If I could have silence, ladies, gentlemen. Please."

Lily glanced over as the group continued to shout angrily, Copper and Bannakaffalatta joining in now.

"Quiet!" The Steward shouted, and everyone went silent at once, blinking in surprise.

"Thank you." He breathed. He began to speak again, saying: "I'm sure Max Capricorn Cruiseliners," Lily noticed Mr. Copper pressing a handkerchief to his head, "will be able to reimburse you for any inconvenience," Lily broke away from the Doctor and walked quickly over to Copper, "but first I would point out," Astrid saw and joined the brunette girl, "that we're very much alive."

"Doctor." Lily called, ignoring the Steward completely. The Doctor glanced over and immediately hurried over.

"Are you all right?" The Doctor asked the man as Lily gently moved the handkerchief to examine the cut.

The Steward continued: "She is, after all, a fine, sturdy ship. If you could all stay here," he implored as he walked a little down the corridor, "while I ascertain the exact nature of the situation."

Copper was waving them off, nodding thankfully when the Steward's words registered belatedly in the Doctor's mind. He slowly lifted his head and looked over to see the Steward had gone to the nearby hatch.

"Don't open it!" The Doctor shouted in alarm, and the Steward glanced over in surprise but he'd already broken the seal on the hatch. Lily screamed as the Steward was sucked out into space with a yell, and the Doctor grabbed her as he grabbed a pole, keeping them from flying out with the man.

The rest of the group quickly followed their example, and Lily grasped the pole herself to free the Doctor's hand. He kept himself carefully shielding Lily as he reached into his pocket, grabbing his sonic. The Doctor pointed it at the controls, sonicing it quickly and Lily breathed in relief as the computer called: "Oxygen shield stabilised."

The suction stopped, and the Doctor quickly checked even as he gasped, trying to get his breath back: "You alright?"

"Yeah." Lily breathed and the Doctor wrapped an arm around her tightly as he called to the rest of the group urgently: "Everyone all right? Astrid?"

"Yeah." The blonde woman gasped, and the Doctor continued: "Foon?"

"Yes."

"Morvin?"

"Yeah."

"Mr. Copper?"

The man nodded, unable to speak.

"Bannakaffalatta?" The Doctor finished as he looked down at the small alien, who replied between gasps: "Yes."

The Doctor nodded and then glanced at the final person.

"You, what was your name?" He asked as his breathing finally came back to normal, and the snobbish man answered: "Rickston Slade."

"You all right?" The Doctor asked, and the man retorted as he fixed his collar and tie: "No thanks to that idiot."

He jerked his head towards the now sealed hatch. Lily's eyes narrowed while Astrid turned to the man in disbelief.

"The steward just died." Astrid bit out, her voice shaking from fear and sorrow, but Slade just sneered back: "Then he's a dead idiot."

Both Lily and Astrid's mouths dropped open at his crass attitude, and as Astrid took an angry step towards Slade, the Doctor interjected quickly: "Alright, calm down."

He kept his hand firmly on Lily's waist to keep her beside him as she glared at Slade angrily. Astrid paused, hands curling into fists but she turned away as the Doctor ordered: "Just stay still, all of you. Hold on."

He moved with Lily towards the opened hatch. They stared out, Lily's face going completely white as the Doctor's face grew dark. Astrid had followed them, and she asked as she caught up: "What happened? How come the shields were down?"

"I don't think it was an accident." The Doctor answered darkly. Astrid saw Lily's ashen face and turned to look out into space as well. Her mouth dropped open in horror.

Countless bodies were floating out into deep space, along with various bits of debris. The bodies were already greying from the lack of oxygen and Astrid whispered in horror: "How many dead?"

"We're alive." The Doctor answered firmly.

He hugged Lily closer and the girl turned away from the terrible scene to meet his eyes. He stared down at her anxiously as he murmured: "Just focus on that."

Lily nodded, her gaze becoming determined, and the Doctor lifted his gaze, satisfied, to glance at Astrid over Lily's head. He took in the woman's terrified expression as she stared out at all the dead bodies and he promised the woman gently: "I will get you out of here, Astrid, I promise."

Lily looked over as well, and seeing the woman still frozen and wide-eyed, Lily moved from the Doctor to take Astrid's hand. She began rubbing soothing circles on the blonde woman's hand and the Doctor ordered: "Look at me."

Astrid finally tore her eyes away from the devastating scene to look at the pair beside her. Lily gave her a reassuring look as the Doctor repeated softly: "I promise."

Astrid stared at them for a moment before nodding shakily.

"Good." The Doctor murmured before he straightened up. Reaching down to hold Lily's free hand he muttered: "Now, if we can get to Reception, I've got a spaceship tucked away."

Astrid had turned back to glance one more time out the hatch and Lily also glanced out. She'd meant it to be brief but she was stopped as fear gripped her. The Doctor was saying: "We can all get on board and-"

He broke off as Lily tugged on his hand once, and he glanced down at her. She was staring in horror at something outside and he looked out as well.

"Oh." He breathed, and Astrid glanced at them before becoming alarmed at their pale countenances.

"What is it? What's wrong?" She demanded as she also stared out wildly, and the Doctor whispered: "That's my ship over there."

"Where?" Astrid cried as she looked out and the Doctor jerked his head once as he said in a voice filled with raw pain: "There. That box."

"The little blue box." Lily murmured sadly, and he hugged her closer to him.

Astrid asked, her skepticism getting the better of her: "That's a spaceship?"

Lily nodded mutely as the Doctor scolded: "Oi, don't knock it."

"It's a bit small." Astrid commented, and the Doctor corrected grimly: "A bit distant. Trouble is, once it's set adrift, it's programmed to lock onto the nearest centre of gravity, and that would be," he sighed, "the Earth."

"Great." Lily moaned, and the Doctor just pulled her closer into his arms.

"I will get us out of this." He whispered in her ear. "I promised Astrid, and I'm promising you."

"You don't always keep your promises." Lily couldn't help but point out.

"Course I do. Maybe not always quite the way I planned, but I do in the end." He answered lightly and Lily gave a small chuckle. She nodded at last and he kissed her temple before moving quickly back towards the controls, grabbing Lily's hand and pulling her with him.

Lily took Astrid with her, and she rubbed soothing circles on the woman's shoulder as Astrid took deep, calming breaths. The group were all waiting patiently, calming themselves down, as the Doctor called into the speaking tube: "Deck twenty two to the bridge. Deck twenty two to the bridge. Is there anyone there?"

"This is the bridge." A younger man's voice finally responded, his breathing somewhat laboured.

The Doctor called cheerfully: "Oh hello, sailor. Good to hear you. What's the situation up there?"

"We've got air." The man answered, and Lily's face softened as she heard the break in his voice. "The oxygen field is holding, but the Captain, he's dead. He did it. I watched while he took down the shields. There was nothing I could do. I tried. I did try."

"All right." The Doctor soothed as the man began to break down. Lily exchanged looks with the Doctor but he continued in a calming voice: "Just stay calm. Tell me your name. What's your name?"

"Midshipman Frame." The man answered, clearly trying to control himself.

The Doctor answered friendlily: "Nice to meet you, sir. What's the state of the engines?"

"They're er." Frame answered, and Lily listened worriedly as his breathing became labored once more. "Hold on."

There was a sudden pain-filled cry and Lily's grip on the Doctor's hand tightened as the Doctor leaned in and asked urgently: "Have you been injured?"

"I'm all right." Frame breathed. The Doctor was still tense, but they didn't interrupt as Frame murmured in horror: "Oh, my Vot. They're cycling down."

"That's a nuclear storm drive, yes?" The Doctor checked as he rubbed his eye tiredly.

Lily looked at him worriedly as Frame confirmed: "Yeah."

The Doctor's eyes met Lily's as he murmured worriedly to both her and Frame: "The moment they're gone we lose orbit."

"The planet." Frame said in horror.

Lily's eyes widened while the Doctor said with a sigh: "Oh, yes. If we hit the planet, the nuclear storm explodes and wipes out life on Earth." He met Lily's horrified gaze and added quickly: "Midshipman, I need you to fire up the engine containment field and feed it back into the core."

"This is never going to work." Frame protested, but Lily had a feeling he was already doing as the Doctor ordered. It was actually funny how people just followed the confident man's orders.

The Doctor answered firmly: "Trust me, it'll keep the engines going until I can get to the bridge."

Lily winced as Foon said flatly, too terrified to even show emotion: "We're going to die."

"Are you saying someone's done this on purpose?" Copper interjected, and Foon began to hyperventilate: "We are. We're going to die."

The whole group was beginning to panic now, and the Doctor quickly turned to all of them, saying sternly: "Okay, okay. Shush, shush, shush, shush, shush."

The group went quiet, staring at him as he said firmly: "First things first."

The Doctor let go of Lily to lift his hands as he listed: "One. We are going to climb through this ship. B." He paused and corrected. "No. Two. We're going to reach the bridge. Three. Or C."

Lily smiled a little, shaking her head at him as he finished: "We're going to save the Titanic. And, coming in a very low four, or D, or that little iv in brackets they use in footnotes, why. Right then, follow me."

He turned moving to grab Lily's hand when Slade interrupted sharply: "Hang on a minute."

The Doctor and Lily turned back to the man and Lily lifted a brow as Slade snapped: "Who put you in charge, and who the hell are you anyway?"

 _Wrong question_. Lily thought as the Doctor slowly moved away from her, walking towards the group as he answered powerfully: "I'm the Doctor. I'm a Time Lord. I'm from the planet Gallifrey in the constellation of Kasterborous. I'm nine hundred and three years old and I'm the man who's going to save your lives and all six billion people on the planet below."

The group all stared at him in awe, some of their mouths falling open, and the Doctor turned to look at Slade, asking sharply: "You got a problem with that?"

"No." Slade murmured back and Lily snorted slightly.

"In that case," the Doctor replied as he turned back to Lily and took her hand, "allons-y!"

She smiled at him as they walked hand-in-hand, leading the group quickly towards the bridge.


	81. 29-3 Hosts

The Doctor pushed open a bulkhead door, peering carefully into the deserted stairwell.

"Careful. Follow me." He told them as he carefully held the door open for Lily to come through behind him. She was holding one of his hands and then Astrid's with her other, leading the blonde woman cautiously.

As they walked into the stairwell, the Doctor going first and clearing the bits of debris as he went, Mr. Copper commented: "Rather ironic, but this is very much in the spirit of Christmas. It's a festival of violence."

Lily glanced back, heaving a sigh as Mr. Copper continued: "They say that human beings only survive depending on whether they've been good or bad. It's barbaric."

"Or not." Lily muttered.

Mr. Copper looked at her in surprise, while the Doctor agreed as he corrected Copper: "Actually, that's not true. Christmas is a time of, of peace and thanksgiving and… what am I on about? My Christmases are always like this."

"That's true. I haven't had a peaceful Christmas since I met you." Lily mused and he glanced at her. But before he could say anything else, he shifted a metal plate to reveal a Host trapped underneath. Lily flinched automatically, before taking a calming breath as she stared at the dead mechanical angel.

"Oh!" The Doctor said thoughtfully. "We've got a Host. Strength of ten. If we can mend it, we can use it to fix the rubble."

He glanced at all the debris that was currently blocking their way, and Morvin chimed in: "We can do robotics. Both of us."

He gestured at his wife, and Foon explained as the Doctor and Lily looked back at the couple in surprise: "We work on the milk market back on Sto. It's all robot staff."

"See if you can get it working." The Doctor said to them.

He then added to Lily as he gestured at the next level of stairs: "Let's have a look."

She nodded and glanced at Astrid. The blonde woman nodded determinedly, and followed her up, the others also trailing behind curiously. The trip was short however, as they rounded a corner and saw the stairway barricaded by heavy debris.

"It's blocked." Astrid groaned, wrinkling her nose.

The Doctor asked without looking back: "So what do we do?"

"We shift it." Astrid answered as though it was obvious.

Lily smiled, as did the Doctor as he commented lightly: "That's the attitude."

He then turned to the others and called: "Rickston, Mister Copper, and you, Bannakaffalatta."

He paused and then asked the little alien pleadingly: "Look, can I just call you Banna? It's going to save a lot of time."

"No." Bannakaffalatta answered sharply. "Bannakaffalatta."

Lily chuckled a little as the Doctor sighed, and said: "All right then, Bannakaffalatta. There's a gap in the middle. See if you can get through."

"Easy. Good." Bannakaffalatta answered as he quickly clambered his way through the small space in the debris. But when he was almost through, the whole ship shook once more. The Doctor grabbed Lily tightly as she held Astrid, all of them leaning against the railings in an effort to steady themselves.

Some of the debris came crashing down around them, and Lily called in alarm: "Bannakaffalatta?"

"This whole thing could come crashing down any minute." Slade interrupted frantically.

The Doctor said abruptly: "Oh, Rickston, I forgot. Did you get that message?"

"No. What message?" Slade asked confused, and the Doctor answered swiftly as he glared at the man: "Shut up!"

There was a crash from Bannakaffalatta's side, and then the little man called: "Bannakaffalatta made it."

Lily breathed in relief and the Doctor grinned as he peered through the gap.

"I'll go next." Lily murmured as she moved to the hole, and the Doctor cautioned: "Careful."

"On an adventure with you? Never." Lily answered cheekily and the Doctor smiled slightly as she slipped through the debris, carefully making her way up,

Astrid piped up as she made her way towards the hole: "I'll go after you, I'm also small enough."

"Okay, you're up." The Doctor answered and Astrid began to crawl through as Slade sneered: "Thing is, how are Mister and Mrs Fatso going to get through that gap?"

"We make the gap bigger." The Doctor answered flatly, ignoring the jibe at the rather overweight Van Hoff couple as he watched Lily disappear on the other side. Astrid soon followed, and the Doctor gripped onto some of the debris now that Lily and Astrid were clear.

"So start." He ordered Slade as he began to move the pieces of the ship away.

Lily called from where she was: "We can clear it from this side as well."

"Just tell us if it starts moving." Astrid added as she helped Lily as the brunette girl began to move the debris. But they paused, glancing at Bannakaffalatta as the little alien lay breathing heavily in the corner.

"Bannakaffalatta?" Lily asked worriedly as Astrid asked: "Bannakaffalatta, what's wrong?"

"Shush." He hushed them and Lily frowned anxiously as Astrid asked in alarm: "What is it?"

"Can't say." Bannakaffalatta answered, looking almost afraid of them as the girls moved over towards him in concern.

Lily bent down to check the alien and Astrid was right with her, asking quickly: "Are you hurt?"

"Ashamed." Bannakaffalatta sighed sadly.

Lily frowned in confusion as Astrid asked, equally puzzled: "Of what?"

"Poor Bannakaffalatta." The alien explained sadly.

He lifted his shirt to reveal that his entire mid-section was mechanic, with small lights and knobs, and a red light was currently flashing on the power socket. Lily's eyes widened slightly in awe while Astrid breathed: "You're a cyborg."

Bannakaffalatta lowered his shirt as he admitted sadly: "Had accident long ago. Secret." He finished and Lily's heart tugged.

She gently took the alien's hand as Astrid protested: "No, but everything's changed now. Cyborgs are getting equal rights. They passed a law back on Sto. You can even get married."

"Marry… you?" Bannakaffalatta asked them, and Lily laughed a little.

"Sorry, I already have someone I'm seeing." Lily said softly, and Bannakaffalatta just chuckled.

Astrid piped up with a smile: "Well, you can buy me a drink first."

Bannakaffalatta grinned, and Lily murmured: "Come on."

She and Astrid gently helped Bannakaffalatta sit up and Astrid said firmly: "Let's recharge you."

She clicked a few buttons around the power socket on his mid-section as Lily smiled down at Bannakaffalatta, before she patted him.

"There." Astrid murmured as she moved to her feet.

Lily also got up and as she and Astrid moved back to the debris, she said to Bannakaffalatta firmly: "Just stay there for a bit."

"Tell no one." Bannakaffalatta whispered, and the girls looked back at the alien.

"We promise." Astrid said, and Lily nodded.

Bannakaffalatta settled down peacefully, when the Doctor poked his head through the gap below on his side and yelled at them: "What's going on up there? Lily?"

The girls peered down at him, and the Doctor's expression became more relaxed as he saw Lily safe. It then became somewhat surprised and amused as Astrid told him: "I think Bannakaffalatta and I just got engaged."

He glanced at Lily, who nodded, and then he wiggled his brows before disappearing again. The two girls and Bannakaffalatta then shared looks, before laughing a little, Bannakaffalatta chuckling gratefully. Lily also glanced at Astrid amusedly, and Astrid caught the look.

As the girls began shifting the debris, the older blonde woman asked: "What?"

"Nothing. Just, you're a natural." Lily commented. Astrid blinked in confusion and Lily explained as she gestured around them: "We're trapped on a bloody space wreckage and you're just taking it into stride."

She smiled as Astrid thought about it for a moment before smiling.

"I guess you're right. Must mean I'm mad." Astrid said with a small chuckle.

Lily laughed with her as she answered lightly: "Nothing wrong with mad."

Her eyes flickered towards the gap, back to the Doctor. Astrid caught it and smiled a little. She then sighed and murmured a little forlornly: "It must be nice."

Lily looked at the woman in surprise and Astrid elaborated: "Having someone look at you like he does."

She gestured towards the Doctor. Lily blinked and then coloured with embarrassment as she said bashfully: "Um, yeah, I suppose it is."

"You're a lucky girl." Astrid teased, before sighing. "Very few girls can get a man who'll look at them… like he's looking at a different sky."

Astrid grinned at Lily, making the brunette smile a little. Lily asked quietly: "So, no special someone waiting for you back on Sto?"

"Just me." Astrid agreed as they lifted away another large piece of debris.

Lily glanced at her thoughtfully and was on the point of asking, when there was a commotion from the Doctor's side. Lily and Astrid immediately snapped their attentions to the gap as the Doctor yelled: "Turn it off!"

"Doctor?" Lily called anxiously, but he didn't appear. He seemed to have headed back down towards the Von Hoffs. There was a lot of yelling downstairs from Foon and Lily could hear the Doctor shouting something back. But...

"Where's Morvin?" Lily wondered anxiously, hearing nothing from the hysterical Foon's husband.

Astrid asked worriedly: "What's happening?"

"It must be the Host." Lily realized. That was the only possible explanation for the sudden chaos with the Von Hoffs, who'd been repairing the Host.

"What do you mean 'the Host'?" Astrid asked fearfully.

But they then heard the Doctor shout sharply: "Quickly, go upstairs!"

"Run, darling, run!" Foon screamed, and then Lily's blood went cold as she heard the Host's mechanical voice saying: "Information. Kill. Kill.-"

"Doctor!" Lily cried in alarm, moving closer to the gap.

She peered through desperately, and she heard the Doctor shout: "Rickston, get them through!"

She couldn't hear Slade's reply above all the other noise, but then she saw the tall, dark-haired man slide into the gap.

"Rickston!" Lily heard Mr. Copper scold, and Lily snapped at Slade as he crawled his way through: "You bloody git, how could you come through first?"

"Oh, shut up." Slade snapped back.

Astrid's eyes flared with anger as she accused: "You're a right good-for-nothing, you hear me?"

"I said, shut up!" The man snarled as he pushed them aside to clamber through. Bannakaffalatta was also staring at him, unimpressed, and Astrid whirled on Slade again angrily while Lily peered through the gap again.

She ignored the pair behind her as Astrid raged at Slade, while the man sniped back, instead watching anxiously for movement. She breathed as Mr. Copper appeared, climbing through while clearing a bigger path for Foon behind him.

"Mr. Copper!" Lily called and she reached through to help the elderly gentleman through. He grabbed on gratefully and as soon as he was clear they immediately turned back to the gap where Foon was beginning to climb through.

"Here! Give us a hand!" Mr. Copper urged to the others as Lily reached through, calling: "Come on, Foon!"

The woman grabbed Lily's hand as Astrid hurried over to help, and the two girls and Mr. Copper began hauling the woman through when she became stuck in the hole leading into their stairwell.

"Now I'm stuck!" Foon cried, and Astrid urged: "Come on, you can do it!"

"Just a little more!" Lily encouraged as they tried to pull Foon through. Suddenly a large, heavy metal bar shifted, dropping down and Astrid and Foon shrieked even as Lily's hand on Foon tightened.

"It's going to collapse." Mr. Copper realized. He looked around and spotted another metal bar under the debris. He glanced between Foon and the lever uncertainly.

Lily saw him looking and she assured him: "We've got her. Hurry, Mr. Copper."

Mr. Copper quickly moved over to the metal bar and he heaved on it, using it as a lever to lift the debris up slightly and keep the whole thing supported. Lily and Astrid gave one more almighty tug and Foon finally managed to get through.

As the women tumbled to the ground with the force of the pull, Mr. Copper called desperately: "Rickston, vot damn it, help me."

"No way." Slade answered flatly. Astrid glared daggers at the man as Lily's eyes narrowed angrily, but both girls quickly just sprung into action.

Astrid moved to help Mr. Copper as Lily bent by the gap. She heard the Doctor yell urgently: "Morvin, get through!"

Morvin appeared, struggling to make his way through and Lily reached down to help the man. But she went pale as his large middle got caught and she heard the Host say from below: "Kill. Kill. Kill."

Astrid and Mr. Copper groaned as their strength began to fail and the debris shifted slightly back down. Lily cried as Morvin struggled to get through the gap: "Doctor, he's stuck!"

She tugged on the man's hands desperately and Morvin groaned.

"Mr. van Hoff," the Doctor's voice said from right behind Morvin, "I know we've only just met, but you'll have to excuse me."

Lily felt Morvin shift upwards, probably as the Doctor pushed him and she heaved the man up as well. Morvin finally fell through, Lily tumbling down again with him. Astrid shouted as she and Mr. Copper struggled with the lever: "Doctor, come on, get through."

Lily leapt up just as the Doctor shouted: "Information override! You will tell me the point of origin of your command structure!"

Lily peered through to see the Doctor right by the hole, facing down the Host. Her eyes widened incredulously as Mr. Copper cried: "I can't hold it!"

"Information. Deck thirty one." The Host answered, it's primary protocol overriding its movements for a moment.

"Doctor!" Lily called anxiously as Mr. Copper and Astrid groaned, and the Host began to move threateningly again.

"Thank you." The Doctor told the Host quickly.

He then rushed through the hole and right into Lily's arms as he shouted at Mr. Copper and Astrid: "Let go!"

The pair let go of the bar, dropping the debris on the approaching Host and smashing its head. They stared in silence for a moment, checking to make sure the Host didn't move again. When they saw they were safe, everyone sagged while the Doctor immediately turned to Lily.

"Lily, are you-" He began when she snapped at him: "What were you thinking? I know it was important to know, but couldn't you have asked earlier? You could've died!"

"But I didn't." The Doctor pointed out, and she ground her teeth at him.

"My promise still stands." He said cheerily before he pulled her into a hug.

"But I am sorry I worried you." The Doctor whispered into her ear and Lily sighed, before relenting and hugging him back.

"Is this the time?" Slade asked irritably, and the pair broke apart to level disgusted glares at the man.

But the Doctor simply replied evenly: "Yes, it is."

Everyone blinked a little as he didn't say anything more, simply taking Lily's hand as both gave up on the horrible man. Instead, the Doctor and Lily led the way quickly up the stairwell and down another corridor. The Doctor spotted a computer screen and quickly moved towards it as the rest of the group rested for a moment. He began sonicing the screen while Lily glanced back momentarily at Foon's gasp: "Morvin, look."

Lily looked in the direction Foon was staring at, to see a large tray of sandwiches by the corridor entrance.

"Food." Foon breathed, and Slade said snarkily: "Oh great. Someone's happy."

"Don't have any then." Morvin returned as he joined his wife by the tray. Slade muttered under his breath, clearly disgruntled but his hunger soon got the better of him as he then joined Astrid in grabbing a few sandwiches.

The Doctor ignored all of them as he finally got a signal through and he called into the screen: "Mr. Frame, are you still there?"

"Yes, sir, but I've got Host outside. I've sealed the door." Frame responded dejectedly. Lily walked off to join the others as Mr. Copper helped Bannakaffalatta to also grab some food.

"They've been programmed to kill." The Doctor was saying to Frame. "Why would anyone do that?"

Lily gathered up a large handful of sandwiches, nodding gratefully as Astrid passed her a plate she'd found on the lower tray on the trolley. Lily piled the food onto the plate, and walked back to the Doctor as Frame answered grimly: "That's not the only problem, Doctor. I had to use a maximum deadlock on the door, which means no one can get in. I'm sealed off. Even if you can fix the Titanic you can't get to the bridge."

"Yeah, right, fine." The Doctor interrupted irritably. "One problem at a time. What's on deck thirty one?"

He looked down in surprise as Lily lifted the plate in front of his nose. He sighed but at her pointed look he took a sandwich, knowing she wouldn't eat either until he did.

Lily, satisfied, also took a sandwich and began eating it as the Doctor quickly swallowed his way through his sandwich while Frame answered: "Er, that's down below. It's nothing. It's just the Host storage deck. That's where we keep the robots."

The Doctor frowned and he pulled on his glasses as he zoomed part of his screen to a blueprint of the ship.

"Well, what's that?" He asked as he examined a black strip on the level in question. "Do you see that panel? Black. It's registering nothing. No power, no heat, no light."

"I've never seen it before." Frame answered, and Lily could almost hear the man frowning with the Doctor.

The Doctor murmured thoughtfully: "One hundred percent shielded. What's down there?"

"I'll try intensifying the scanner." Frame answered, and the Doctor ordered: "Let me know if you find anything. And keep those engines going."

He whipped off his glasses and Lily lifted the plate again. He grinned at her and took another sandwich, making her smile as he munched on it with slightly more appreciation.

Astrid commented from where she was watching nearby: "You don't look nine hundred and three."

The couple looked over in surprise and the Doctor answered lightly: "Maybe not, but don't let looks deceive you, hey."

He tapped his nose, making both women chuckle

"Are you nine hundred as well?" Astrid asked Lily curiously and Lily laughed, shaking her head.

"No," Lily answered with a small smile, "I'm only twenty."

"So young." Astrid said in surprise and Lily shrugged. She wasn't sure how age worked in Sto- for all she knew, she could be the equivalent of a child or a toddler to Astrid.

They were interrupted as Mr. Copper joined them, saying seriously: "Doctor, it must be well past midnight, Earth time. Christmas Day."

"So it is." The Doctor said in surprise. He swallowed his mouthful of sandwich and said to Mr. Copper warmly: "Merry Christmas."

The old man beamed in delight while the Doctor hugged Lily to him and kissed the side of her head.

"Merry Christmas." He told her lightly and she laughed lightly.

"Merry Christmas, Doctor. We always seem to have quite the whirlwind experience, don't we?" Lily teased and he made a face.

Astrid interrupted, her curiosity getting the better of her: "This Christmas thing, what's it all about?"

"Long story." The Doctor answered. "I should know, I was there. I got the last room."

Lily smiled, and then snorted as Mr. Copper interjected urgently: "But if the planet's waking up, can't we signal them? They could send up a rocket or something."

The Doctor frowned slightly as he looked at Mr. Copper and he answered slowly: "They don't have spaceships."

"No, I read about it." Mr. Copper insisted. "They have shuffles. Space shuffles."

Lily's brows rose and she stared at the man as the Doctor's brows furrowed deeply. He asked slowly: "Mr. Copper, this degree in Earthonomics, where's it from?"

Mr. Copper hesitated and then looked between the Doctor and Lily.

"Honestly?" He asked sadly, and the Doctor encouraged in a whisper: "Just between us."

He nodded at Lily, still in his arms, and Astrid. Mr. Copper admitted: "Mrs Golightly's Happy Travelling University and Dry Cleaners."

He hid his face ashamedly in his handkerchief as Lily blinked in surprise and then some entertainment.

"You, you lied to the company to get the job?" Astrid asked in a mix of disbelief and amusement.

"I wasted my life on Sto." Mr. Copper admitted. Lily and Astrid's faces immediately softened as the man continued: "I was a travelling salesman, always on the road, and I reached retirement with nothing to show for it. Not even a home."

Astrid's face filled with pity while Lily's filled with sympathy. She glanced up at the Doctor as he met her gaze knowingly. He smiled at her, showing he was alright, as Mr. Copper sighed: "And Earth sounded so exotic."

Lily smiled and the couple turned back to Mr. Copper as the Doctor said appreciatively: "Hmm. I suppose it is, yeah."

"How come you know it so well?" Astrid asked curiously. The Doctor nodded down at Lily. Astrid glanced at the girl and then the Doctor, and back again, not understanding.

"Lily's a human." The Doctor explained.

Both Astrid and Mr. Copper's eyes widened in surprise as Lily nodded and added: "London, that street we went to? It's the city where I was born and lived my whole life, until I started travelling with the Doctor."

"You're an actual human? A real human alien?" Astrid marveled and the Doctor chuckled as Lily laughed.

"That's not something I hear every day. But yes," Lily smiled, "an actual human 'alien'."

Astrid smiled, her eyes shining with excitement that made Lily laugh again. The Doctor grinned at the pair, when Lily turned to Mr. Copper curiously.

"But, what will you do if, or when, we get out of this mess?" Lily asked the elderly gentleman with a hint of worry.

Mr. Copper sighed: "The thing is, if we survive this, there'll be police and all sorts of investigations. Now the minimum penalty for space lane fraud is ten years in jail. I'm an old man. I won't survive ten years."

Lily and Astrid's faces filled with pity, but the moment was cut short as a sharp banging noise began on the metal doors.

"A Host!" The Doctor shouted as he jumped into action. Grabbing Lily, he called to everyone: "Move! Come on!"

The group quickly jumped up and they all ran, the Doctor quickly led the way into the next room, sonicing the doors open. They all ran through the doors and Lily gasped in horror. They were in what appeared to be the engine room, standing on the balcony on one side of the room.

Between them and the other side of the room was a straight drop of at least one hundred feet onto the engines, and only a thin beam lying across the centre of the room connected the two sides.

"Is that the only way across?" Slade asked in a horrified voice.

Lily sighed, while the Doctor pointed out: "On the other hand, it is a way across."

"The engines are open." Astrid said in a frightened voice and the Doctor explained grimly: "Nuclear storm drive. As soon as it stops, the Titanic falls."

"But that thing," Morvin cried with frightened tears welling in his eyes, "it'll never take our weight."

"You're going last, mate." Slade said flatly.

The Doctor cut in as he placed one foot on the beam: "It's nitrofin metal. It's stronger than it looks."

Lily watched him anxiously, terrified of him slipping off the thin beam and falling right down into the fiery abyss below. Morvin began determinedly as he took a step forward: "All the same, Rickston's right. Me and Foon should-"

He was cut off as he stepped a little too close to the edge of the balcony and the metal- softened by the heat of the open engine- gave way under his foot. Lily screamed in horror and the Doctor tried to dart over to grab the man. But it was too late as Morvin fell, screaming, through the railing as the metal snapped beneath his weight.

"Morvin!" Foon screeched in agony as her husband fell yelling, and disappeared into the flames below.

Astrid covered her mouth in horror and the rest of the group were frozen as Foon knelt at the edge, tears dripped down her cheeks. The Doctor gripped the woman's shoulders tightly both in comfort and for safety as Foon stayed motionless at the edge, staring down at where her husband had vanished forever.

Lily knelt down beside Foon on the woman's other side as Slade shouted in terror: "I told you. I told you!"

"Just shut up. Shut up!" Mr. Copper ordered, his eyes filled with tears.

Lily held Foon tightly together with the Doctor as Foon wailed desperately: "Bring him back! Can't you bring him back? Bring him back, Doctor!"

"I can't." The Doctor murmured, trying to calm the heartbroken woman. "I'm sorry, I can't."

"You promised me." Foon bit out, her tears falling thickly and the Doctor murmured sorrowfully: "I know. I'm sorry, I'm sorry."

Foon started sobbing and Lily brought the woman into her arms.

"I'm sorry." Lily murmured as Foon cried into her shoulder. "I'm sorry."

The Doctor watched sadly, his hand still placed comfortingly on the sobbing woman, when Mr. Copper called sharply: "Doctor, I rather think that those things have got our scent."

The Doctor hesitated, his face conflicted, when Slade snapped in alarm: "I'm not waiting."

He began to head onto the beam and the Doctor shouted sharply: "Careful!"

He ran to the edge of the beam behind Slade as the man hurried across.

"Take it slowly!" The Doctor called warningly, and Lily soothed Foon as the woman mourned while Slade dashed across the beam. Suddenly, the whole ship shook, and Lily braced herself and Foon. Astrid hurried over, helping the pair and she and Lily glanced over as they heard Slade cry out in fear.

Lily saw him lying flat on the beam, probably having lost his balance during the shaking although he'd luckily not fallen off. Slade cried, terrified: "Oh, Vot help me."

"You're okay." The Doctor called encouragingly. "A step at a time. Come on, you can do it."

Lily glanced back towards the doorway as she heard the faint sounds of the Hosts chanting: "Kill. Kill."

"They're getting nearer." Mr. Copper said in fear, and the Doctor muttered: "Seal us in."

He quickly dashed over to the doors and soniced them, while Mr. Copper protested: "You're leaving us trapped, wouldn't you say?"

"Never say trapped," the Doctor answered, "just inconveniently circumstanced."

"Oh." Mr. Copper said sarcastically as the Doctor locked in the heavy metal doors. Lily was rubbing Foon soothingly as the woman cried on her shoulder while staring down at the engine.

Slade shouted, although no-one really asked: "I'm okay."

Foon finally burst out at Lily and Astrid: "Maybe he's all right. Maybe, maybe there's a gravity curve down there or something. I don't know. Maybe he's just unconscious."

Her voice broke slightly and Lily hugged her as Astrid whispered: "I'm sorry, Foon. He's gone."

Foon broke down completely, and Astrid wrapped her arms around the woman as well as Lily hugged Foon tightly, providing the only small comfort she could for the heart-broken woman. Foon wailed into their arms, and Lily's heart tugged for the poor woman. A few tears slipped down her cheeks as well as Foon sobbed uncontrollably, and she could tell from the drops landing on her hand that Astrid had started crying as well.

"Yes." Slade crowed suddenly. "Oh. yes! Who's good!"

Lily felt a flash of irritation for the man, but she ignored it as best as she could as she tried to soothe Foon. The Doctor was ordering: "Bannakaffalatta, you go next."

"Bannakaffalatta small." The alien cried before he hurried across and the Doctor shouted sharply: "Slowly!"

Bannakaffalatta slowed down, and the Doctor took a deep, fortifying breath. Lily urged quietly: "Foon, come on. Up you get."

Astrid helped her pull Foon up to her feet, when suddenly there was a bang and bulkhead door behind them dented slightly as the Hosts began to hammer at it.

"They've found us." Mr. Copper said urgently and the Doctor ordered: "Lily, Astrid, get across right now."

Lily pushed Astrid ahead, and the blonde woman asked worriedly: "What about you two?"

"Just do it." The Doctor ordered as he urged her onto the beam.

"Lily." He called but she shook her head as she kept an arm wrapped firmly around Foon.

"Lily!" The Doctor cried in exasperation, but as her face set grimly, he gave up. He quickly turned to Mr. Copper and he said quickly: "Go on. Mister Copper, we can't wait."

"No, but we-" Mr. Copper began and the Doctor cut in frantically: "Don't argue."

"Foon, come on." Lily urged as she tried to move the woman but Foon just stared ahead desolately.

The Doctor hurried over and he grabbed Foon as he urged: "Foon, you've got to get across right now."

"What for?" Foon answered tearfully. "What am I going to do without him?"

"Foon, I know it's hard but you can't give up. Morvin wouldn't want that." Lily said softly but with a hint of urgency as the banging on the doors became louder and more incessant.

"Doctor?" Slade suddenly yelled from the other side. "The door's locked!"

The Doctor and Lily ignored him as the Doctor continued to try comfort Foon: "Just think. What would he want, eh?"

"He don't want nothing. He's dead." Foon wailed, and Lily hugged her as Foon sobbed and Slade shouted: "Doctor, I can't open the door. We need the whirling key thing of yours."

"I can't leave her or Lily!" The Doctor snapped back as he kept a hand on each woman, and Slade shouted: "She'll get us all killed if we can't get out."

The Doctor looked around indecisively, and Lily urged him quietly: "Go, I'll watch her."

"No, I'm not leaving you here." The Doctor denied, and Lily said anxiously: "Doctor, we don't have time."

"So you take it." The Doctor said as he handed her his sonic. She opened her mouth and he cut her off, saying with a hint of frustration: "Lily, don't ever ask me to leave you in danger so take this and please go."

She hesitated, but Slade shouted in exasperation: "Doctor!"

Lily glanced over and then back at the Doctor in despair before she pressed a kiss onto the Doctor's cheek.

"You'd better keep your promise." She warned as she handed Foon into his embrace.

"I will." He promised and Lily nodded before she left with one last uneasy look over her shoulder.


	82. 29-4 Max Capricorn

The Doctor hugged Foon comfortingly as Lily joined the others on the beam, all of them making their way slowly and carefully across. Bannakaffalatta and Astrid had just about reached the middle when the ship shook again and they all yelped. Lily clutched the beam, desperately keeping a tight hold on the sonic while trying not to fall down.

The Doctor saw her struggle and he made a split-second decision, knowing he could never bear seeing Lily in danger. He pulled back from Foon and he promised urgently: "Mrs van Hoff, I need to help them across. But I am coming back for you. Alright?"

Foon continued to sob, but nodded, and the Doctor quickly made his way over. As soon as he placed a foot on the beam, the bridge rocked slightly and Bannakaffalatta cried in alarm: "Too many people!"

"Oi!" The Doctor called indignantly. "Don't get spiky with me. Keep going."

He reached Lily, helping her up and across, the pair reaching Mr. Copper just as Astrid and Bannakaffalatta made it across the weakest part of the bridge in the middle. Bannakaffalatta had almost reached the other side when the ship shook again, throwing them all down once more as they crouched to keep their balance.

The Doctor gripped Lily tightly, keeping her securely on the beam as she said in a mix of exasperation and fear: "I _can_ manage on my own you know!"

"But I won't feel better unless I ensure you're alright!" He countered just as the beam shook again, the bridge becoming steadily weaker as the ship continued to shake.

"It's going to fall." Astrid cried in fear.

"No, it won't!" Lily called back encouragingly and the Doctor added: "It's just settling. Keep going."

Bannakaffalatta crawled on, and Astrid began to follow when suddenly it went quiet behind them. The Doctor stood up slowly, keeping Lily shielded beneath him as he glanced back at the doors, puzzled.

"They've stopped." Astrid voiced all their thoughts, and Bannakaffalatta asked: "Gone away?"

"Just keep moving everyone!" Lily called and Bannakaffalatta quickly moved closer to the other side while the Doctor wondered: "Why would they give up?"

"Never mind that. Keep coming." Slade ordered, watching Lily anxiously as she clutched the sonic but she remained where she was with the Doctor.

The Doctor was staring at the doors, puzzled and asked with slight trepidation: "Where have they gone? Where are the Hosts?"

Everyone glanced about worriedly, when Mr. Copper suddenly said fearfully: "I'm afraid we've forgotten the traditions of Christmas."

Lily glanced at him and then looked up where the old man was looking. She gasped as Mr. Cooper finished, crying: "That angels… have wings!"

The Doctor also looked up to see the Hosts floating down towards them, forming a large circle around the group.

"Oh no." Lily breathed just as the Hosts said in their calm mechanical voices: "Information. Kill."

The Hosts began to remove their golden halos, and the Doctor shouted: "Arm yourself, all of you."

They all grabbed pipes and metal parts off the bridge, using them as bats against the halos as the Hosts threw their halos like discs. They all grunted in effort and the room was filled with their cries and the distinct whirring sound of the halos as they zoomed around.

Astrid cried out as one narrowly missed her, Bannakaffalatta quickly blocking the halo for her as it whipped back towards them. The Doctor cried out as one whizzed past, cutting his arm.

"Doctor!" Lily cried, but he refused to let her come check it, shifting her instead so that he protected her just as a halo whizzed past and narrowly missed hitting Lily's shoulder.

Mr. Copper cried out as another halo cut into his side, and Astrid gasped, exhausted: "I can't."

Bannakaffalatta glanced back at his friends, and his eyes became steely with determination.

"Bannakaffalatta stop." He declared. "Bannakaffalatta proud. Bannakaffalatta cyborg!"

He lifted his shirt and sent out an enormous energy pulse, short-circuiting all the Hosts in the room. The Hosts all went crashing down into the engine except for one that landed right behind the Doctor on the edge of the balcony and the bridge.

The Doctor stared at it and he cried as he let go of Lily and examined the Host: "Electromagnetic pulse took out the robotics. Oh, Bannakaffalatta, that was brilliant!"

They all turned to the alien, just as Bannakaffalatta collapsed.

"Bannakaffalatta!" Lily cried, and Astrid quickly moved over to check the fallen alien.

"He's used all his power." She cried.

Lily clutched the Doctor's hand as he laid it on her shoulder, and the pair watched sadly as Bannakaffalatta croaked: "Did good?"

"You saved our lives." Astrid confirmed tearfully and Bannakaffalatta sighed. "Bannakaffalatta happy."

Astrid whispered, almost begging: "We can recharge you. Get you to a power point and just plug you in."

"Too late." Bannakaffalatta murmured as Mr. Copper finally crawled the last of the way to join them.

Astrid argued: "No, but you got to get me that drink, remember?"

"Pretty girl." Bannakaffalatta smiled, before he gasped and his eyes finally closed. Lily sobbed once, and the Doctor hugged her from behind as they watched while Astrid blinked back tears and slowly moved to fasten Bannakaffalatta's shirt again.

But Mr. Copper stayed her hand and he murmured: "I'm sorry. Forgive me."

He reached at Bannakaffalatta's chest, and Astrid ordered tearfully: "Leave him alone."

"It's the EMP transmitter." Mr. Copper explained quietly.

Astrid leaned back, fighting tears as Mr. Copper removed the part, saying gently: "He'd want us to use it. I used to sell these things. They'd always give me a bed for the night in the cyborg caravans. They're good people."

He then explained as Astrid bit her lip sorrowfully: "But if we can recharge it, we can use it as a weapon against the rest of the Host. Bannakaffalatta might have saved us all."

"Do you think?" Slade snarled. "Try telling him that."

He pointed behind the Doctor and Lily's blood ran cold. They all turned to look back to see the one surviving Host slowly coming back to life as it grabbed its fallen Halo.

"Information. Reboot." It said.

The Doctor quickly shielded Lily and she gripped onto him in alarm while Slade shouted: "Use the EMP!"

"It's dead." Mr. Copper retorted and Astrid cried desperately: "It's got to have emergency-"

"Doctor!" Lily cried as the Host stood up and began to approach the Doctor.

The Doctor quickly rambled as Lily backed them away slowly and carefully: "No, no, no. Hold on. Override loophole. Security protocol ten. Six six six. Er, twenty one, four, five, six, seven, eight. I don't know, forty two?"

As the Host began to curl its arm, getting ready to throw, Lily shouted desperately: "One!"

The Host stopped and stood upright. Lily and the Doctor sagged a little in relief as the Host said: "Information. State request."

Lily was clutching the Doctor's jacket so tightly her knuckles had gone completely white. The Doctor blinked before he said quickly: "Good. Right. You've been ordered to kill the survivors, but why?"

"Information. No witnesses." The Host answered.

Lily and the Doctor frowned, and the Doctor pointed out: "But this ship's going to fall on the Earth and kill everyone. The human race have nothing to do with the Titanic, so that contravenes your orders, yes?"

"Information. Incorrect." The Host answered, and the Doctor asked incredulously: "But why do you want to destroy the Earth?"

"Information. It is the plan." The Host answered and the couple frowned even deeper.

"What plan?" The Doctor demanded, and the Host answered: "Information. Protocol grants you only three questions. These three questions have been used."

Lily's eyes widened while the Doctor blinked and then he accused: "Well, you could have warned me."

"Information. Now you will die." The Host replied.

"Doctor!" Lily gasped as the Host lifted its halo once more and he clasped her hands tightly as they clutched his jacket front. He ducked his head, turning from the halo slightly and shielding Lily completely when suddenly a lasso roped itself around the Host.

Lily and the Doctor blinked in surprise and then alarm as Foon said firmly from behind the Host: "You're coming with me."

Foon met Lily's eyes just briefly before she closed her eyes. Lily's eyes widened and she blanched as Foon jumped over the side of the bridge.

"No!" The Doctor and Lily screamed, leaning forward in a belated attempt to catch the woman as she dropped, taking the Host with her. The Doctor's hand was outstretched in vain while they all watched in horror as and Foon and the Host both disappeared into the flames. Lily's face had whitened until even her lips were drained of colour as she watched Foon join her beloved husband.

Lily pressed a fist to her mouth, fighting sobs but the tears began to fall anyway, sliding down her dirt-smudged cheeks, and she made a small noise as she fought to regain her breath as her throat clogged with emotion. The Doctor had been gazing down in complete dismay but at her choked sob he glanced over. Seeing her distraught expression, his hearts clenched and he quickly pulled her into a tight embrace.

Lily cried a little as she hugged him tightly, still staring down at the engine. The Doctor slowly lifted them both back up to their feet. While Lily had an agonized expression, the Doctor's face had darkened and he growled: "No more."

* * *

The Doctor kicked a grate as he dashed through the doors. The group followed quickly as the Doctor led the way down a corridor and he called sharply: "Right. Get yourself up to Reception One."

He stopped and turned to face the group as he ordered: "Once you're there, Mr. Copper, you've got staff access to the computer. Try to find a way of transmitting an SOS. Lily-"

"No." She said flatly and he immediately switched.

"Astrid, you're in charge of this." He lifted the EMP transmitter and he said urgently: "Once it's powered up, it'll take out a Host within fifty yards but then it needs sixty seconds to recharge. Got it?"

He handed it to Astrid and without waiting for an answer, he finished: "Rickston, take this." He held up his sonic screwdriver. "I've preset it. Just hold down that button, it'll open doors. Do not! Lose it!" He emphasized. "You got that? Now go and open the next door."

He handed Slade the sonic, and when the man didn't move immediately, the Doctor shouted: "Go on, go!"

"Alright!" Slade cried, throwing his hands up a little but he moved off quickly.

The Doctor grabbed a first aid box and handed it to the elderly gentleman as he added: "Mr. Copper, you're going to need this. I need you fighting fit. Astrid," he turned to the woman, "where's the power points?"

"Under the comms." Astrid answered swiftly and she led the Doctor over to one of the screens. Lily stayed back to help Mr. Copper, taking the first aid kit from him and quickly opening it. She found everything quickly and was soon cleaning his wounds carefully.

Mr. Copper studied her as she worked and when she began bandaging him, he commented: "You and the Doctor aren't coming with us, are you?"

"No." Lily admitted. "I don't think he wants me to go with him but I'm not letting him out of my sight."

"Mm, so it's not somewhere safe, where you're going." Mr. Copper mused and Lily pointed out a little dryly: "With all due respect sir, I don't think anywhere on this ship is safe at the moment."

As though the universe wanted to prove her right, the entire ship rocked again, sending them staggering a little to the side. Lily quickly finished up with Mr. Copper and he waved her off with a nod of thanks. She nodded back and quickly ran after the Doctor, arriving just as he called into the comms: "Mr. Frame, you still with us?"

"It's the engines, sir." Frame replied. "Final phase. There's nothing more I can do. We've got only eight minutes left."

"Don't worry, I'll- we'll- get there." The Doctor promised as Lily joined him and he linked hands with her.

"But the bridge is sealed off." Frame protested, and the Doctor replied tensely: "Yeah, yeah, working on it. I'll get there, Mr. Frame, somehow."

He hung up on the other man and, as Astrid stood up with the EMP, he asked: "All charged up?"

Astrid nodded, sharing determined looks with Lily as Mr. Copper joined them. The Doctor ordered: "Mr. Copper, look after her."

He gestured at Astrid.

"Astrid, look after him."

He pointed at Mr. Copper just as Slade returned.

"Rickston," the Doctor began, "er, look after yourself. And I'll see you again," he glanced at Astrid, "I promise."

Lily raised a brow in surprise while Astrid answered: "You'd better. I want to see all these stars you two see."

"You will." Lily promised, and Astrid smiled. Lily grinned back at the woman, before she and the Doctor ran off down the bridge.

"So, you're willing to take her with us?" Lily asked eagerly and the Doctor chuckled, nodding as he replied: "As though you'd let me leave without her!"

"Don't act like you don't want her there too! What is it with you and pretending you don't want anyone with you?" Lily retorted, and he simply grinned at her before they became grim once more as they ran down back the way they'd come, heading for Deck thirty one.

But when they reached the galley, the pair skid to an abrupt halt. Lily's eyes widened as two Hosts began to come towards them from the far end of the passage. The Doctor quickly whipped around, trying to head back, but they found their way blocked once again by two more Hosts.

As the Hosts approached, the Doctor quickly looked around, and then lunged to the side to grab… a sauté pan. Lily grabbed a frying pan as the Doctor lifted his pan threateningly. She lifted her own pan, standing with her back pressed to the Doctor's as each faced off against one pair of Hosts.

"Wait, wait, wait, wait, wait." The Doctor called as the Hosts began to come even closer, lifting their hands towards their halos.

"Security protocol one. Do you hear me? One. One!" He shouted desperately, and Lily swallowed as the Hosts paused.

"Okay," the Doctor murmured as he and Lily kept their pans lifted, "that gives me three questions. Three questions to save my life, am I right?"

"Doctor!" Lily gasped, unable to believe what he'd just said.

"Information. Correct." One of the Hosts answered, and the Doctor's eyes widened.

"No, that wasn't one of them." The Doctor whined as Lily sighed. He pouted accusingly at the Host: "I didn't mean it. That's not fair. Can I start again?"

Lily elbowed him, hard, in exasperation as the Host answered: "Information. No."

"No! No, no, no, no." The Doctor whined as he rubbed his stomach from where Lily had jabbed him. "That wasn't a question either."

He sighed, before growling. "Blimey."

"Be careful." Lily warned him softly, and the Doctor sighed again, running a hand down his face as he muttered:" Okay. One question left. One question."

He glanced around at all the Hosts and began thoughtfully: "So, you've been given orders to kill the survivors but survivors must therefore be passengers or staff, but not us." He realized. "We're not passengers. We're not staff. Go on, scan us."

The Host whirred as it did, and Lily reached out to take the Doctor's hand anxiously as he continued: "You must have bio-records. No such person on board. We don't exist, therefore you can't kill us."

Lily's grip on his hand tightened, and he squeezed her hand reassuringly as he hinted at the Hosts: "Therefore, we are stowaways, and stowaways should be arrested and taken to the nearest figure of authority."

The Doctor dropped his pan, making it clatter loudly on the ground. Lily lowered her own pan as the Doctor walked closer to the Hosts, leading Lily with him. He went on, with raised brows: "And I reckon the nearest figure of authority is on deck thirty one."

He stopped before a Host and he said firmly: "Final question. Am I right?"

"Information. Correct." The Host answered.

Lily breathed quietly, although whether in relief or worry she herself didn't really know, while the Doctor said darkly: "Brilliant. Take me to your leader."

He then grinned, and as the Hosts closed in on them he said to Lily cheerfully: "I've always wanted to say that."

* * *

Lily held onto the Doctor tightly as they walked, followed closely by the Hosts as the golden angels escorted the pair onto deck thirty one. The pair looked around, Lily in wary surprise and the Doctor with raised brows, as they took in the destroyed state of what appeared to be a Host repair room.

"Wow." The Doctor commented dryly as he glanced up at the flaming ceiling. A few feet away, the pipes joined to meet the open engine far below, beyond the deck railings. "Now that is what you call a fixer upper."

He and Lily stopped in the middle of the room, and Lily glanced around uneasily as the Doctor turned back to the Hosts that were standing around the edges of the room. He called expectantly: "Come on then, Host with the most, this ultimate authority of yours. Who is it? "

A pair of doors on the far wall right behind them hissed opened, and they turned to look. Lily frowned as smoke billowed out, almost like an ice-chamber. The Doctor murmured: "Oh, that's clever. That's an omnistate impact chamber. Indestructible. You can survive anything in there."

He explained to Lily, and her eyes widened in understanding. She glanced back at the doors as something began rolling out, while the Doctor continued flatly: "Sit through a supernova. Or a shipwreck."

Lily's hand tightened on his as an old, rickety machine covered in wires and tubes rolled out towards them and the Doctor murmured pointedly: "Only one person can have the power and the money to hide themselves on board like this and I should know, because…?"

He trailed off suggestively, looking right at the head attached to the machinery as the other man finished: "My name is Max."

Capricorn grinned, his gold tooth glinting just as it had in the video. But that was really the only resemblance left, as the once man was fused completely with the machine supporting his life. His eyes were slightly clouded, particularly over his left, and there were wires and tubes coming in all over the body-piece. Only the head and neck were still even remotely human, although even then he looked more like a wax figure, encased as he was inside a glass box.

Lily blanched, while the Doctor commented with a slightly disgusted frown: "It really does that."

"Who the hell is this?" Capricorn demanded, and the Doctor answered blithely: "I'm the Doctor, and this is Lily. Hello."

He smiled cheerily while Lily waved and added: "Hello."

Capricorn stared at them like they were daft, when a Host piped up: "Information. Stowaways."

"Well." The Doctor began, shrugging a little.

"Kill them." Capricorn ordered dismissively.

Lily's hand tightened on the Doctor's and he began hastily: "Oh, no, no, no. Wait, but you can't. Not now. Come on," he beamed at the man in a friendly manner, "Max. You've given me so much good material like," the Doctor shrugged slightly as he tried, "how to get ahead in business."

Lily glanced at him in disbelief, while Capricorn's brow quirked, almost in curiosity. The Doctor smiled.

"See? Head? Head in business? No?" He asked as he glanced around at the impassive Hosts.

"Oh, ho, ho," Capricorn chuckled, "the office joker."

He began to roll closer towards them, and the Doctor subtly placed Lily behind him as Capricorn murmured appreciatively: "I like a funny man. No one's been funny with me for years."

"I can't think why." The Doctor murmured as he glanced impassively down at Capricorn.

Lily wrinkled her nose slightly, while Capricorn said sarcastically: "A hundred and seventy six years of running the company have taken their toll."

"Yeah but… nice wheels." The Doctor offered as he scratched his neck with his free hand.

Lily leaned in closer to his back, peering around him warily as Capricorn scoffed: "No, a life support system, in a society that despises cyborgs. I've had to hide away for years, running the company by hologram."

The Doctor's face had turned colder, and his brows furrowed slightly in a disapproving frown. Capricorn ignored him as he called: "Host, situation report."

"Information. Titanic is still in orbit." The Host answered, and Capricorn frowned.

"Let me see." He ordered as he wheeled forward, The Doctor and Lily quickly moved out of the away as Capricorn rolled towards the deck railings, muttering as he peered down: "We should have crashed by now. What's gone wrong?"

His question was answered when he looked over the railings, and he snarled: "The engines are still running! They should have stopped!"

"When they do, the Earth gets roasted." The Doctor pointed out sharply as he walked over. "I don't understand. What's the Earth got to do with it?"

"This interview," Capricorn snapped at him as he turned away, "is terminated."

Capricorn began to wheel away and the Doctor called as he chased Capricorn: "No. No, no, no, no, no. Hold on, hold on, hold on. Wait, wait, wait, wait, wait. I can work it out."

He ran before Capricorn, stopping the machine's progress. His hands were lifted, and he began thoughtfully: "It's like a task. I'm your apprentice. Just watch me."

Lily watched carefully as Capricorn's eyes narrowed, and the Doctor began: "So, business is failing and you wreck the ship so that makes things even worse. Oh, yes! No." He paused in thought.

"'Business has failed.'" Lily murmured softly. Capricorn's eyes flickered to the girl, but returned to the Doctor as he clapped his hands and cried: "Yes!"

He nodded at Lily as he went on: "The business isn't failing, it's failed. Past tense."

Capricorn's face was impassive as he admitted bitterly: "My own board voted me out. Stabbed me in the back."

He snarled, and the Doctor replied pointedly: "If you had a back. So," he went on thoughtfully, "you scupper the ship, wipe out any survivors just in case anyone's rumbled you and the board find their shares halved in value."

The Doctor paused, and then he realized: "Oh, but that's not enough."

Capricorn shook his head in agreement, and the Doctor murmured darkly: "No. Because if a Max Capricorn ship hits the Earth, it destroys an entire planet. Outrage back home. Scandal!"

"The business is completely shut down." Lily finished softly, horrified as she came to the same realization as the Doctor.

She walked shakily over to join him, disgusted with the man inside the metal machine, and she stood beside the Doctor as Capricorn added with a smirk, glancing between the pair: "And the whole board thrown in jail for mass murder."

"While you sit there, safe inside the impact chamber." The Doctor muttered scornfully as he jerked a thumb back at the chamber.

Capricorn replied smugly: "I have men waiting to retrieve me from the ruins and enough off-world accounts to retire me to the beaches of Penhaxico Two, where the ladies, so I'm told, are very fond of… metal."

Lily's eyes narrowed in fury while the Doctor asked flatly, almost incredulously: "So that's the plan. A retirement plan." He spat the words. "Two thousand people on this ship, six billion underneath us, all of them slaughtered, and why?"

The Doctor's voice rose as his anger swirled almost tangibly in the air around him.

"Because Max Capricorn is a loser." The Doctor thundered.

Capricorn's face immediately changed, becoming cold as he hissed: "I never lose."

"You can't even sink the Titanic." The Doctor snapped, and Capricorn smirked mirthlessly as he answered triumphantly: "Oh, but I can, Doctor. I can cancel the engines from here!"

Lily's eyes widened, as did the Doctor's, and both of their mouths dropped open in horror as an alarm began to blare loudly throughout the ship.


	83. 29-5 Astrid Peth

"You can't do this!" The Doctor shouted at Capricorn, but the other man simply ordered sharply: "Host, hold him."

The Hosts moved quickly to obey, grabbing the Doctor by his arms.

"And her!" Capricorn added, and both Lily and the Doctor struggled as the Hosts pulled them apart and dragged them to the side.

Capricorn smirked as he met the Doctor's infuriated glare: "Not so clever now, Doctor. A shame we couldn't work together. You're rather good."

Capricorn sounded rather impressed as he continued while the couple struggled against the Hosts: "All that banter yet not a word wasted."

The Doctor's jaw locked and Lily's eyes narrowed, but Capricorn finished smoothly: "Time for me to retire."

The couple grit their teeth as Capricorn added triumphantly: "The Titanic is falling. The sky will burn. Let the Christmas inferno commence." He smiled at them, and then added: "Oh. Oh, Host!"

Lily frowned slightly, and then both her and the Doctor's eyes widened as Capricorn ordered: "Kill them."

The Hosts began to reach for their halos with their free hands as the couple struggled in vain to get free.

"Lily!" The Doctor shouted and she cried back: "Doctor!"

"Mr. Capricorn!" Astrid shouted.

Lily looked over in shock, and then alarm as she saw Astrid sitting in a forklift just down the corridor from where they were. Everyone paused for a moment, confused as to where this woman had popped out from. Astrid finished firmly: "I resign."

And with that she reached over, her teleport bracelet gleaming on her wrist, and shoved the gear into place and drove straight for Capricorn.

"Astrid!" Lily cried in alarm, while the Doctor shouted warningly: "Astrid, don't!"

The woman didn't listen to them, driving right past them and shoving the forks under Capricorn. Capricorn grit his teeth, fighting against Astrid's forklift as she tried to push him towards the open engine. The Doctor was struggling violently to try and free himself as Lily did the same, both watching in fear as Astrid pushed against Capricorn, both their wheels squealing.

A Host threw its halo at Astrid, and Lily cried: "Astrid, look out!"

The Host's halo glanced off the cab, not hurting the blonde woman inside, and Lily breathed in relief, and then terror as the Doctor shouted in alarm: "He's cut the brake line!"

He and Lily paused in shock as Astrid slowly looked over at them. Her eyes were filled with tearful determination, and the Doctor shook his head, silently begging her, while Lily cried: "Astrid, no!"

But Astrid just grit her teeth, turning away from them as she lifted Capricorn off the ground. Capricorn's jaw slacked in shock as Astrid power them both through the walkway railings.

"Astrid!" The Doctor and Lily screamed as Astrid cried out and Capricron yelled while the pair fell. The Hosts powered down, letting the couple go. They immediately dashed over to peer down, and Lily sobbed as they watched Astrid. She was reaching out towards them, her face twisted with sorrow as she fell.

"No." Lily begged, and as Astrid disappeared, she screamed: "No!"

The Doctor hugged her and Lily sobbed into his chest as he continued to watch where Astrid had been moments ago. He bowed his head and clutched Lily tightly as they mourned, but their heads lifted as the intercom called: "Titanic falling. Voyage terminated. Voyage terminated."

The Doctor slowly stood up, Lily following him. He turned without a word or a backward glance and began to walk out of the deck. Lily turned to give one more remorseful look down at the engine before she followed him out. The Doctor was waiting for her and he led her away as debris began falling into the room before he snapped his fingers.

Two hosts arrived and they took one of his and Lily's arms each. The Doctor held Lily tightly, not letting her go as the Hosts flew them up through the deck floors. As they approached the highest and only closed off floor, the Doctor shielded Lily. He covered her as the Hosts punched their way through the floor of the bridge, keeping any of the debris or dust from falling on her as they broke through and Frame shrieked in surprise.

"Deadlock broken." The computer called as the Doctor quickly pulled away from the Hosts, helping Lily up with him.

He called to the shocked man as he and Lily got to their feet: "Ah, Midshipman Frame. At last."

He then quickly dashed over to the controls while Lily hurried over to Frame. She began checking the man's wounded side as Frame protested, glancing at the Hosts in alarm: "Er, but, but the Host."

"Controller dead," the Doctor answered shortly, "they divert to the next highest authority, and that's me."

"There's nothing we can do. There's no power. The ship's going to fall." Frame protested, and then he winced as Lily pressed his side, saying dryly as she did: "Aren't you cheery."

"Titanic falling." The computer confirmed Frame's words. Lily wrinkled her nose but continued to patch up the man as the Doctor worked frantically at the controls.

The Doctor called over to Frame: "What's your first name?"

"Alonso." Frame replied, sounding a little confused.

Lily started in surprise while the Doctor stopped by the wheel and stared at Alonso Frame. Lily gasped: "You're joking."

"Titanic falling." The computer called again, but Lily and the Doctor ignored it as the Doctor said to Frame in disbelief: "You're kidding me."

"What?" Alonso asked in confusion, glancing between the couple uncertainly.

"That's something else I've always wanted to say." The Doctor murmured. He glanced at Lily briefly and a smile began tugging at his lips.

She answered his grin as the Doctor turned back to Frame and called: "Allons-y, Alonso."

With that he spun the wheel hard to port, yelling: "Whoa!"

Lily grabbed the side of the control panels, urging Frame to follow her lead as the entire ship began to swerve. Alarms blared as they started to fall into the Earth's atmosphere.

Frame screamed in fear as he hung on for his life, while the Doctor gripped the wheel with all his might. Lily yelled as she saw the control screen: "Doctor, we're going to hit west Central London!"

The Doctor glanced over at where she was pointing, and saw she was right- they were headed right for Buckingham Palace. He groaned and gestured towards the phone on the console. Lily quickly typed into it before handing him the receiver, gripping the wheel with her hands as the Doctor was forced to let go of one hand so that he could make his call.

"Oh. Hello, yes." The Doctor called urgently as someone on the other end picked up. "Could you get me Buckingham Palace?"

Lily glanced over worriedly as the Doctor yelled: "Listen to me. Security code seven seven one. Now get out of there!"

With that, he hung up the phone and grasped the wheel again. Lily shrieked as they saw Buckingham palace appearing before them through the front windshield, and the Doctor yelled wordlessly.

There was a sudden beep from the controls, and the computer called: "Engines active. Engines active."

"Yes!" The Doctor shouted and Lily yelled: "Doctor, hurry!"

The Doctor pulled back on the wheel, tipping the ship up and trying to pull them back up into space. He barely managed to get the ship up in time, just missing hitting the palace. Frame was groaning as the Doctor let go of the wheel, breathing hard and his eyes wide, unable to believe his luck.

Lily was gasping with him, and as the ship slowly began to steady and level once more, they glanced at each other. Lily's lips twitched, and the Doctor grinned before they began laughing in relief. He reached out to grab her, kissing her enthusiastically, before letting go and laughing.

"Whoo hoo!" Frame cried as he started laughing as well, and Lily reached out to hug the man as the Doctor took the wheel once more, shouting delightedly: "Whoo hoo hoo!"

* * *

They eventually all calmed down and sank to the floor, drained. The Doctor settled down beside Lily as she sat between him and Frame. As she leant on him tiredly, the Doctor explained to Frame: "Used the heat of re-entry to fire up the secondary storm drive. Unsinkable, that's me."

Lily chuckled a little hysterically, and he hugged her while Frame murmured numbly: "We made it."

He grinned in disbelief while Lily and the Doctor's smiles dimmed.

"Not all of us." The Doctor murmured, and Lily buried her head against his shoulder slightly, sighing. She was then startled as the Doctor suddenly straightened up, eyes wide as he cried: "Teleport!"

He jumped up, grabbing Lily's hand to bring her up with him.

"She was wearing a teleport bracelet." He said urgently, and Lily's eyes widened.

As they ran out, Lily asked with wide eyes: "Will it work?"

"It has to." He answered firmly as they raced down the ruined floors.

They finally reached the reception room and the Doctor shouted as they ran in: "Rickston, sonic!"

The man threw it over quickly, even though he and Mr. Copper were clearly surprised by the urgency in the Doctor's voice. The Doctor caught it, letting go of Lily's hand as he ran over to the teleport controls. He called as he worked: "Mr. Copper, the teleports, have they got emergency settings?"

"I don't know. They should have." Mr. Copper answered confusedly, and Lily watched anxiously as the Doctor explained to Mr. Copper as he pointed his sonic at the teleport controls: "She fell, Mr. Copper. She fell. What's the emergency code?"

"Er," Mr. Copper quickly hurried over to check the console as he understood the hurry, "let me see."

"What the hell are you doing?" Frame demanded as he staggered in after the couple.

Lily explained quickly as the Doctor worked: "Our friend, Astrid, she was wearing a teleport bracelet. We might be able to bring her back."

"We _can_ bring her back." The Doctor corrected. Lily glanced over at him in surprise.

Mr. Copper added as he saw Frame's confused expression: "If a passenger has an accident on shore leave and they're still wearing their teleport, their molecules are automatically suspended and held in stasis, so of we can just trigger the shift."

"There!" The Doctor crowed as he whacked the controls.

Lily spun around quickly to see as Astrid's image appeared, and the woman called in a frightened voice: "I'm falling."

"Doctor." Lily said anxiously, and the Doctor muttered as he turned back to the teleport controls: "Only halfway there. Come on."

He began sonicing and toying with the wires, Lily keeping her anxious eyes on Astrid as the woman continued in a confused and terrified voice: "I keep falling."

"Feed back the molecule grid." The Doctor muttered as he worked frantically. "Boost it with the restoration matrix."

The control sparked and something burst. Lily glanced back worriedly as the Doctor shouted: "No, no, no, no, no! Need more phase containment."

"Doctor-" Mr. Copper began, but the Doctor shouted: "No! If I can just link up the surface suspension."

His actions were becoming wilder, more desperate, and Mr. Copper tried again: "Doctor, she's gone."

"I just need to override the safety." The Doctor argued. "I can do this. I can do it."

"Doctor, let her go." Mr. Copper urged, and the Doctor shouted in desperation: "I can do anything!"

"Doctor." Lily murmured softly.

He stopped moving, but didn't turn around. She touched his shoulder gently, pulling him to face her. The Doctor stared down at Lily with his terribly old, sorrowful eyes. Her heart clenched, and she murmured: "We need to let her go."

The Doctor's expression became infinitely sadder and he said in a small voice: "But if I can't do this-"

"You can still save her from her misery." Lily said simply.

He swallowed, and they glanced over as Astrid's image begged: "Stop me falling."

"There's not enough left." Mr. Copper added quietly. "The system was too badly damaged. She's just atoms, Doctor. An echo with the ghost of consciousness. She's stardust."

The Doctor hadn't moved, just staring sadly into Lily's hazel eyes. She nodded towards Astrid, gently turning him towards the woman. The Doctor straightened his shoulders and, taking Lily's hand, he walked slowly over to Astrid.

"Astrid Peth, citizen of Sto." The Doctor began, and Astrid's image focused on them momentarily. "The woman who looked at the stars and dreamt of travelling."

The Doctor hesitated, and Lily squeezed his hand.

"Now you can travel forever." The Doctor murmured and he lifted his sonic, pointing it at one of the porthole windows. It swung open, and Astrid's image disappeared into specks of light, shimmering before the couple.

"You're not falling, Astrid." Lily murmured softly as she gazed sadly at the woman who had been a good friend in the sort time they'd know each other. And as the light particles flew towards the window, Lily finished with a sigh: "You're flying."

The Doctor drew Lily in close and the pair stood together to watch as Astrid disappeared into space forever, going to fly amongst the stars she'd dreamt about.

* * *

Some time later, Mr. Copper stood by the reception desk, drinking a glass of water. Slade was sitting in one of the few undamaged chairs left, while Lily leant against the Doctor as they stood in one corner.

The Doctor had his arms loosely wrapped around her and his chin was resting on her shoulder as she leant back against him. Lily glanced over at last as Frame returned from a trip to the bridge.

The Doctor, however, didn't move at all as Frame updated them all as he stated: "The engines have stabilised. We're holding steady till we get help, and I've sent the SOS. A rescue ship should be here within twenty minutes. And they're digging out the records on Max Capricorn. It should be quite a story."

"They'll want to talk to all of us, I suppose." Mr. Copper murmured thoughtfully. Lily looked over, while the Doctor continued to just stare into space.

Frame shrugged as he answered: "I'd have thought so, yeah."

Frame walked off and Mr. Copper sighed. He saw Lily looking, and walked over, murmuring: "I think one or two inconvenient truths might come to light."

"Will you be all right?" Lily asked concernedly as the Doctor finally looked up.

Mr. Copper shrugged as he answered: "It's my own fault, and besides, ten years in jail is better than dying."

He smiled a little, and Lily answered it just slightly before she gently removed herself from the Doctor. He didn't protest and Lily reached over to hug Mr. Copper briefly, and the old man hugged her back. The Doctor just glanced over with disinterest, before his eyes flickered over to his other side as Slade of all people approached him.

"Doctor," Slade began sincerely and tearfully, "I never said thank you."

Lily and Mr. Copper looked over in shock as Slade hugged the Doctor tightly. The Doctor still didn't react, but Lily was pleasantly surprised by Slade's actions. _I guess he did have a heart._ She thought in wonder.

Slade pulled away from the Doctor, and he added thoughtfully: "The funny thing is, I said Max Capricorn was falling apart."

Lily and Mr. Copper frowned at the sudden topic, and Slade continued: "Just before the crash, I sold all my shares, transferred them to his rivals."

 _Wait, what?_ Lily thought blankly. She and Mr. Copper shared looks of complete disbelief as Slade grinned and told the Doctor: "It's made me rich. What do you think of that?"

The Doctor had finally moved from his impassive look to a look of utter disgust as he stared at Slade. Slade's vone rang, and the man smiled in farewell to the Doctor before answering his vone.

Turning and walking away, he said into his vone: "Salvain. Those shares. I want them triple bonded and locked."

"I don't believe him." Lily said flatly, and Mr. Copper agreed: "Of all the people to survive, he's not the one you would have chosen, is he?"

Lily shook her head, before glancing at the Doctor. Her face softened and she leant against him again.

She looked over in surprise as Mr. Copper continued, watching her and the Doctor carefully: "But if you could choose, Doctor, if you decide who lives and who dies, that would make you a monster. And I think lovely Miss Lily deserves better than that."

Lily smiled gratefully for the old man's wise words and his compliment to herself. The Doctor glanced over in mild surprise at Mr. Copper's words, and he placed an arm around Lily.

She smiled as he did so, and then her eyes sparkled as the Doctor said to the elderly gentleman: "Mr. Copper, I think you deserve one of these."

The Doctor pulled three teleport bracelets from the control panel and held one up to Mr. Copper. The old man stared at it and then at the grinning couple, and he smiled as well. The three put on their bracelets, and as the Doctor set the controls Mr. Copper laughed.

Lily smiled back, and then glanced behind Mr. Copper to see Frame looking at them incredulously. The man seemed about to stop them, but he paused. And as the Doctor also met his eyes, Frame saluted them in farewell. Lily smiled and waved at the man as the Doctor returned the salute before she, the Doctor, and Mr. Copper disappeared off the Titanic.

* * *

The trio trudged through the snow in Hampstead Heath, heading towards the blue police box standing proudly in the middle of the park. Mr. Copper was saying as they walked: "So, Great Britain is part of Europey, and just across the British Channel, you've got Great France and Great Germany."

Lily chuckled while the Doctor corrected: "No, no, it's just, it's just France and Germany. Only Britain is Great."

"Why thank you." Lily interjected cheekily.

The Doctor rolled his eyes at her while Mr. Copper replied thoughtfully: "Oh, and they're all at war with the continent of Ham Erica."

Lily stifled a laugh at that, while the Doctor corrected again: "No. Well, not yet. Er, could argue that one."

Lily raised her brows in surprise at that, and the Doctor shrugged sheepishly.

He then added to Mr. Copper as they arrived beside the Tardis: "There she is." He patted the Tardis proudly. "Survive anything."

Lily smiled, although it became a little pensive as Mr. Copper told them: "You know, between you and me, I don't even thing this snow is real. I think it's the ballast from the Titanic's salvage entering the atmosphere."

The old man chuckled, while Lily sighed a little. The Doctor was also looking up pensively, and he murmured: "Yeah. One of these days it might snow for real."

"Yeah, if you could just let it." Lily pointed out and he smiled a little.

Mr. Copper was looking at them forlornly, and he said sadly: "So, I, I suppose you'll be off."

"The open sky." The Doctor agreed as he wrapped an arm around Lily's waist. She smiled as Mr. Copper asked a little hopefully: "And, what about me?"

The Doctor hesitated, and glanced at Lily. She was looking at him, clearly letting him decide. It meant she didn't mind having Mr. Copper around, but the Doctor wasn't so sure.

"Can you honestly imagine yourself running around as you did today?" He asked Mr. Copper, and the old gentleman replied sheepishly: "Well, I suppose not."

Lily smiled a little as the Doctor nodded, and Mr. Copper added: "But what am I supposed to do then?"

"Give me that credit card." The Doctor suggested.

Mr. Copper did as he was told, explaining: "It's just petty cash. Spending money."

Lily leaned over to look with the Doctor at the card, and Mr. Copper admitted: "It's all done by computer. I didn't really know the currency, so I thought a million might cover it."

Lily's head shot up, and she stared at Mr. Copper incredulously.

"A million?" She repeated in disbelief.

The Doctor had reacted the same way as she had and he added, checking: "Pounds?"

"That enough for trinkets?" Mr. Copper asked sheepishly, and Lily had to laugh.

Mr. Copper stared at her in surprise, and then in shock as the Doctor explained: "Mr. Copper, a million pounds is worth fifty million credits."

Mr. Copper blinked, and then he checked as though unable to believe what he'd heard: "How much?"

"Fifty million and fifty six." The Doctor told him as he made the calculation in his head quickly.

Lily smiled as Mr. Copper stared at them blankly before saying in disbelief: "I've got money."

"Yes, you have." The Doctor agreed as he held out the credit card.

Mr. Copper took it back, gasping: "Oh, my word. Oh, my Vot! Oh, my goodness me. I… Yee ha!"

He cheered and Lily laughed with him. She hugged the stunned old man as the Doctor said with a smile: "It's all yours."

He spread his arm to indicate. "Planet Earth. Now, that's a retirement plan. But just you be careful, though." He warned.

"I will, I will." Mr. Copper promised cheerfully as he and Lily let go. "Oh, I will."

"No interfering." The Doctor threatened playfully, making Lily laugh again.

He ignored her amused look as he pointed a finger at Mr. Copper and he went on: "I don't want any trouble. Just, just have a nice life." He finished breezily.

Mr. Copper was looking overwhelmed, and his eyes were glistening as he said in wonder: "But I can have a house. A proper house, with a garden, and a door, and." He broke off, overcome, before he sighed: "Oh, Doctor, Lily, I will made you two proud."

He hugged the Doctor, making the Time Lord smile. Mr. Copper kissed Lily's cheek in farewell, making her giggle and the Doctor wrinkle his nose. But Mr. Copper didn't notice or care as he turned, crying joyously as he walked off: "And I can have a kitchen with chairs, and windows, and plates, and-"

He began to skip away, and the Doctor made to go back into the Tardis, but Lily called after Mr. Copper in surprise: "Where are you going?"

The Doctor turned back towards the old man as well, as Mr. Copper called back cheerfully: "Well, I've no idea."

"Well, that's like me." The Doctor commented. Lily smiled, and as Mr. Copper made to leave again, she called after the man: "Merry Christmas, Mr. Copper."

The old man beamed and he waved back. The couple made to go into the Tardis, when Mr. Copper called again: "Oh, and Lily, Doctor."

They turned back in surprise, and Mr. Copper said warmly: "I won't forget her either."

Lily smiled as the Doctor's face softened. Mr. Copper waved and walked off, and the Doctor called: "Merry Christmas, Mr. Copper."

"And to you!" Mr. Copper yelled as he went on his way, and the Doctor chuckled as he and Lily stepped into the Tardis.

The Doctor twirled some dials and pulled a few levers, making the Tardis wheeze. Lily watched him, and as the Tardis dematerialized, she asked him softly: "Are you okay?"

"Hm?" He asked as he moved about, and she pointed out: "That won't work on me. Are you okay? It's been a long year, and with the Master, and Martha, and now Astrid…"

She trailed off, and the Doctor smiled a little sadly. He finally looked up at her again as she walked over, and he asked: "What about you? You okay?"

"No." Lily admitted, and he chuckled a little, although it was sad. The Doctor opened up his arms, and Lily walked into them, hugging him tightly. They stayed like that for a moment, taking comfort in each other's presence.

"Doctor," Lily began after a moment and he hummed, "can you… teach me your language?"

He froze, jerking back to look at her in complete surprise. She explained: "I've been thinking about it for a while, especially during the year that never was, and I thought I'd really like to know…"

She was looking a little uncomfortable as she trailed off uncertainly, but he could see she genuinely wanted to know. And it made him happy and his heart just a bit lighter to hear her express that desire to be a part of something close to his heart- his lost home. The Doctor's face broke into a small smile, and he nodded.

"I'd love it." He murmured, and she smiled.

It dimmed a little as she examined him and she asked him seriously: "Doctor, I mean it. Are you okay?"

"No." He admitted and a gentle smile appeared on her face. The Doctor answered it with a small smile of his own, and he kissed her softly before he murmured: "But I will be, with you here with me."

"When did you get so mushy?" Lily joked, and he laughed as he answered: "In my defense, I've waited over 900 years to find someone to love as much as I love you."

Lily pursed her lips at that, rolling her eyes a little. There was no way she could retort to that, and from the Doctor's triumphant smile he knew it too. So Lily just wrinkled her nose as she muttered: "You're insufferable."

"Ah, you love me, really." The Doctor said cheerily and Lily replied cheekily: "Never said I didn't."

The Doctor burst out laughing at that, and Lily joined in as the Doctor lifted an accusing finger at her and declared: "You, Lily Tyler, are one saucy woman."

"You love me really." Lily teased, and he laughed as he replied: "Oh, yes. And that'll never change- cross my hearts."

Lily laughed as the Doctor mimed crossing his chest over both his hearts. He beamed and his eyes were soft and full of love as he leaned down and pressed a kiss onto Lily's lips.

She smiled as he broke away, moving to face the console as he called: "Well, Miss Tyler, we've got a lot to do."

"The whole universe to see." Lily agreed and the Doctor started to run around the console before he paused, and Lily blinked as he walked back towards her and held out a hand to her. She took it confusedly as he smiled.

"Before I teach you Old High Gallifreyan," he said softly, "how about I teach you to fly the Tardis?"

Lily's eyes went wide, lighting up with excitement as she asked eagerly: "Really?"

He smiled, nodding and Lily laughed in delight as he drew her in close. Placing her between his body and the Tardis, he leaned over her shoulder to point out the different controls and snuggled his head on her shoulder whenever she took over to practice driving as the pair flew off into space.


	84. 30-1 Partners in Crime

Lily waited patiently inside the Tardis for the Doctor to return. After some debate, they'd decided it would be better if he went alone to check out Adipose Industries- while his psychic paper would theoretically get them in, it would be more likely the company's officials would notice two new faces wandering around rather than just one.

Lily had grudgingly conceded to the Doctor and opted to wait while he infiltrated the company. She didn't like the idea, but the Doctor had lately become quite protective of her. She could hardly blame him, and sometimes it was nice that he always fussed over her, but it was also annoying and on more than one occasion she'd had to put her foot down, fed up. As she'd pointed out to him on several occasions, she wasn't a porcelain doll and she was quite used to taking care of herself.

Lily wandered around the Tardis as she waited, familiarizing herself with the time machine once more. The Tardis whirred happily as she did, and she murmured softly: "Nice to be back, isn't it?"

The Tardis beeped, and Lily liked to think it was in affirmative. She was back in the console room, playing some buttons- which she knew for certain were safe to meddle with- when the Doctor returned. He grinned when he saw her, bounding up the steps and hugging her. She laughed in happy surprise as the Doctor spun her once before setting her down.

"So?" Lily asked and the Doctor brandished a couple pages.

"Got a list of their customers, we're going to do some snooping and asking questions." He said cheerily as he handed her the papers. She looked them over, and raised a brow. But she was momentarily distracted as the Doctor also pulled out a necklace with a gold Adipose pill pendant. "And this- they're giving them out for free to their customers."

"And you think there's something wrong with it?" Lily asked and the Doctor shrugged as he replied: "Can't say at the moment. We'll need to test it later."

He tucked it into his jacket once more before reaching over to grab a three-lobed device, which Lily assumed was some kind of detector. Lily nodded, before adding suddenly in an amused tone: "Who's Clare?"

He frowned as he asked blankly: "Clare?"

Lily held up a smaller piece of paper that was stuck to the front of the customer list; it read: 'x Clare-' and then a list of numbers.

"I think she wants you to call her." Lily teased while the Doctor grimaced.

"Yeah, she was the call centre worker I talked to. Gave that to me; meant to throw it away but I got distracted when the printer didn't print off the customer list the first time." He muttered sheepishly and Lily laughed at him.

He added jokingly: "It's not my fault I'm devilishly good-looking."

Lily laughed again, before she teased as she poked his cheek: "Ooh, someone's got a high opinion of himself. Where do you get that confidence from?"

He shrugged as he joked: "From a tingling in my belly. Besides," he added as he poked Lily's nose, "I don't hear you arguing."

"Never said I didn't agree." Lily replied nonchalantly and the Doctor smiled brightly.

"Well, if I may say so," the Doctor added suddenly, "it does help a man's confidence when he manages to successfully woo a beautiful lady."

He grinned as Lily blinked in surprise before blushing beet red.

"Oooh, now who's embarrassed." The Doctor teased and Lily smacked him lightly as she muttered, still red-faced: "Come on, we should start moving if we want to get to the customers before it gets too late."

He laughed at her, enjoying her discomfort but otherwise just nodded in response, letting her pull him out of the Tardis as they headed off for the first address on the list.

* * *

They knocked on the man's door, and it opened fairly quickly, revealing an elderly gentleman. The Doctor beamed, asking: "Mr. Roger Davey?"

The man nodded once in surprise and the Doctor said quickly: "We're calling on behalf of Adipose Industries."

He flashed his psychic paper at the man briefly as he said seriously: "Just need to ask you a few questions."

* * *

"I've been on the pills for two weeks now. I've lost fourteen kilos." Mr. Davey was telling them cheerfully. The man sat in his armchair while Lily sat on the chair opposite and the Doctor paced thoughtfully before the man.

"That's the same amount every day?" The Doctor asked as he paused to stare down at the man, who nodded as he replied: "One kilo exactly. You wake up, and it's disappeared overnight."

The Doctor began to pace again, his brows furrowed in thought but he paused as Davey added: "Well, technically speaking, it's gone by ten past one in the morning."

Lily looked at the man sharply, her interest piqued. The Doctor was also looking interested as he asked, staring at the man intently: "What makes you say that?"

"That's when I get woken up." Davey explained.

"Might as well weigh myself at the same time." He added cheerily.

Lily and the Doctor exchanged looks and Lily asked Davey slowly: "What do you mean, you get woken up?"

"You see, the burglar alarm goes off every night at that time." He explained

"Your burglar alarm?" Lily asked with a frown.

He nodded and said seriously: "It is driving me mad. Ten minutes past one, every night, bang on the dot without fail, the burglar alarm goes off."

The Doctor frowned while the other man continued: "I've had experts in, I've had it replaced, I've even phoned Watchdog. But no, ten past one in the morning, off it goes."

"But with no burglars?" The Doctor asked as he stared at Davey intently, and the man shook his head as he replied dejectedly: "Nothing. I've given up looking."

"Tell me, Roger." The Doctor said thoughtfully. "Have you got a cat flap?"

Davey looked at him in surprise, before he nodded. The man led them to his kitchen, showing them the cat flap. The Doctor peered through it as Davey told Lily: "It was here when I bought the house. I've never bothered with it, really. I'm not a cat person."

"No," the Doctor agreed from the ground where he was lying to look out the flap, "I've met cat people. You're nothing like them."

Davey looked down at him and asked with a frown: "Is that what it is, though? Cats getting inside the house?"

Lily pursed her lips, while the Doctor said pointedly: "Well, thing about cat flaps is, they don't just let things in, they let things out as well."

"Like what?" Davey asked confusedly and the Doctor murmured darkly: "The fat just walks away."

He dropped the flap and got up.

"What do you mean?" Davey asked confusedly, and the Doctor replied airily: "Nothing. Anyway, come on, Lily. Best be off."

They walked to the front door, Davey trailing behind looking confused. As they stepped out, the Doctor turned and said in a friendly tone as he shook the other man's hand: "Well, thanks for your help. Tell you what, maybe you could lay off the pills for a week or so."

He was cut off as something inside his pocket beeped.

"Oh." He muttered in surprise as he pulled out his device. It was the detector he'd pocketed earlier, except now it was blinking red. As he held it out to point it down the street, the beeping got louder and the light flashed more frequently.

"Got to go. Sorry." The Doctor called back to Davey as he grabbed Lily's hand with his free hand and the pair ran quickly down the street, following the beeping to try and track the source.

"What does the beeping mean?" Lily asked breathlessly as they dashed down another street.

"It means there's a fat extraction happening right now." The Doctor replied as he checked each house along the way.

"So it literally extracts itself and walks away?" Lily asked in horror. She'd guessed as much but to hear it confirmed made her stomach heave.

"Yup! If we hurry, we might be able to catch it." The Doctor replied as they ran as fast as they could down the street, then the signal on the device began to jam. The Doctor paused, staring at it before hitting it a few times in annoyance. The signal cleared again and they dashed off down another street, following it.

But the signal kept jamming and breaking as they ran, and the Doctor shook it in frustration as they reached the end of the street. Lily glanced up, and cried warningly: "Doctor!"

He glanced up as well and jumped out of the way as a black van sped past, hooting at him.

As the van sped away, the Doctor's device whirred. Lily glanced at it while the Doctor's eyes widened in realization and he pulled Lily with him as he dashed off after the van desperately.

"Is it in that van?" Lily yelled as they ran and the Doctor shouted back: "Yes, now hurry, it's getting away!"

The van turned the corner further down the street, and the Doctor quickly pulled Lily into a side alley, trying to catch up to it using a short cut. But as they ran down the alley, his device stopped flashing and the beeping died down until it finally stopped too. He frowned, turning on the spot in frustration.

"It's gone." Lily sighed and he nodded grimly.

"Come on." He muttered as he led them back the way they'd come.

"Looks like we're going to have to go back tomorrow." He muttered, and Lily grinned.

"We?" She checked and he grinned back, wrapping his arm around her shoulder as he replied nonchalantly: "Yes, we, I don't think we'll get anything more out of Miss Foster, so time for Plan B."

"So we're snooping?" Lily asked lightly and the Doctor nodded, agreeing somewhat grimly: "Snooping."

* * *

Back inside the Tardis, the Doctor was examining the pill-shaped pendant through a magnifying glass.

"Oh, fascinating." He murmured and Lily looked up with interest. He explained to her excitedly: "Seems to be a bio-flip digital stitch, specifically for each user."

"What, so they touch it and it becomes linked to them?" Lily asked and he nodded.

"It's how they're controlling the fat- they flip a second, raw switch," he indicated their pendant, "and it activates the human's pendant, causing the fat to, to mutate somehow and leave the body."

"That… sounds disgusting." Lily muttered and the Doctor grinned at her. She added thoughtfully: "So, we need to find out how they're mutating the fat, and why?"

He nodded and she said lightly: "Great. So, what's the plan?"

* * *

 _9am the next morning_

The Tardis materialized right outside Adipose Industries, and the Doctor led Lily by the hand as he walked to a side door. He soniced the door, causing the lock to explode in a shower of sparks, before he pushed it open and the pair walked in.

"Is that seriously how you walked in last time?" Lily asked with a small laugh, and he chuckled as he replied lightly: "Yep."

He led them quickly down the passage, glancing around warily as he stopped beside a storage room. He and Lily peered around carefully as they slowly opened the door, slipping inside quickly and the Doctor soniced the door locked behind them.

Lily raised her brows as she looked around the small space, before asking dubiously: "Now we wait?"

"Now we wait." The Doctor agreed. Lily looked around again and she wrinkled her nose.

"It's going to be a long day." She sighed, and the Doctor grinned.

"Well, I don't know." He said as he leaned in closer. Lily blinked as he backed her against the far wall with a mischievous glint in his eyes, saying lightly: "I'm rather satisfied with the arrangements."

And before Lily could respond, he leaned down and kissed her enthusiastically. Lily smiled into the kiss, highly amused, but let herself relax as he wrapped his arms around her, holding her to him as he kissed her gently.

Finally, Lily broke away, saying in a chiding whisper: "We can't just snog for nine hours."

"Why not?" The Doctor teased and she chuckled quietly, leaning up to peck his cheek.

He grinned, and leaned down to nuzzle his nose against hers as she continued: "Come on, you chose this cupboard for a reason. Let's get to work."

The Doctor pouted and she laughed at him again as she moved aside. He rolled his eyes but began shoving the back wall, eventually figuring out how to get the sliding wall to move. But when he tried to sonic the computer inside, he muttered in annoyance: "Deadlocked."

Lily pursed her lips and suggested: "How about trying to hack in from outside?"

He sighed but nodded as he tried sonicing again. They spent the whole day waiting in that fashion, alternating between trying to hack the computer system without success, and making out as they waited for the office to close for the night.

* * *

 _6:30pm that evening_

They finally deemed it would be safe to go out, and the Doctor soniced the door unlocked, donning his glasses as he peered out carefully. He gestured for Lily to follow him, and she did so carefully as they slipped out and down the passage, heading for the roof.

Once there, they glanced around before the Doctor spotted a window cleaner's cradle on the far side of the roof. He nodded at it and the pair quickly dashed over, the Doctor climbing in first before he helped Lily inside too. As soon as she was safely inside, he pressed the machine, and slowly lowered them down the side of the building.

When they reached Miss Foster's office, he stopped the machine and the pair glanced around the empty office. "Where'd she go?" Lily whispered, and the Doctor shrugged, opening his mouth but he was interrupted as the office door was flung open.

The pair quickly ducked out of sight, although Lily managed to catch a glimpse of a woman being dragged inside the room against her will by armed guards, Miss Foster walking in behind. They could barely hear, so the Doctor pulled out a stethoscope, placing the end on the wall to listen in.

"What about me?" Lily asked, and he quickly moved the earpiece so that they could share it, both listening intently as the woman said indignantly: "You can't tie me up. What sort of a country do you think this is?"

"Oh, it's a beautifully fat country." Miss Foster replied happily. "And believe me, I've travelled a long way to find obesity on this scale."

Lily and the Doctor exchanged glances, while the woman inside demanded scathingly: "So, come on then, Miss Foster, those pills. What are they?"

Lily frowned and mouthed to the Doctor: "Journalist?"

He nodded and Lily had to roll her eyes. But there were some perks, she supposed, as Miss Foster replied easily, although her softer voice was harder to hear: "Well, you might just as well have a scoop, since you'll never see it printed."

The Doctor cautiously lifted the end of his stethoscope to place it on the window, trying to hear better as Miss Foster said: "This is the spark of life."

"And what's that supposed to mean?" The journalist asked, and Miss Foster explained: "Officially, the capsule attracts all the fat cells and flushes them away. Well, it certainly attracts them. That part's true. But it binds the fat together and galvanises it to form a body."

"What do you mean, a body?" The reporter asked in a shaky voice, while Lily wrinkled her nose.

The Doctor nodded grimly, sharing her distaste, as Miss Foster replied mockingly: "I am surprised you never asked about my name. I chose it well. Foster. As in foster mother."

The Doctor raised his brows while Lily blinked- surely she'd heard that wrong. But Miss Foster added: "And these are my children."

Lily and the Doctor exchanged glances and he motioned for her to stay down as he started to peer above the windowsill. But curiosity got the better of her and Lily joined him as she peeked inside.

Her eyes widened to see a small creature that looked like a cross between a marshmallow and a jelly baby, but its greyish color confirmed that it was indeed made of human fat. She didn't know whether to be revolted or not as the little thing waddled happily on the desk- on one hand, it wasn't the creature's fault it was made of fat and really it was just a baby. On the other, it was made of fat.

The reporter didn't seem to have any trouble deciding how she felt as she cried in disgust and horror: "You're kidding me. What the hell is that?"

Miss Foster replied as she circled to stand before the reporter: "Adipose. It's called an Adipose. Made out of living fat."

The Doctor removed the stethoscope; both women were talking much louder and now that he and Lily were standing by the window they could hear the voices inside perfectly well without it.

"But I don't understand." The reporter was saying in a shaky voice and the Doctor shook his head in disgust, turning his head slightly to the office door as Miss Foster began: "From ordinary human people-"

He froze in shock and Lily glanced at him and then at the door to see what had surprised him. Lily blinked, the sound of the conversation inside drowning out as her mind blocked it while she stared in shock at the redheaded woman peering into the office from the door window. The woman looked just as stunned, her mouth dropping open as she stared at the pair standing outside the office windows.

"Donna?" The Doctor asked incredulously, and the woman's face broke into sheer delight as she mouthed at them: "Doctor! Lily!"

The Doctor and Lily were still confused, and Lily just continued to stare mutely as the Doctor shook his head and asked bewildered: "But what? What?"

Donna just mouthed back excitedly: "Oh my god!"

The Doctor just shook his head minutely again as he asked incredulously: "But how?"

Donna beamed and pointed at herself as she mouthed back: "It's me!"

Lily rolled her eyes at that, while the Doctor replied as he mimed his words with his hands too for good measure: "Yes, I can see that."

Lily didn't know whether to laugh or worry as Donna mouthed ecstatically: "Oh, this is brilliant."

She held up both hands in a thumbs up to emphasize her point. The pair at the window were still too stunned to feel anything other than shock, and the Doctor asked: "What the hell are you doing there?"

He pointed at her to emphasize _his_ point, and Donna replied as she mimed her words: "I was looking for you."

She jabbed her finger at them at the end, and the Doctor pointed at himself and then Lily in confusion, before asking skeptically: "What for?"

Donna explained as she acted out her words: "I read it," she mimed reading a newspaper, "on the internet."

She mimed typing and the other two nodded to show they understood.

"Weird." Donna mouthed as she mimed tentacles around her face, like an alien, to show how weird it was.

The Doctor raised a brow while Lily snorted, but they continued to watch intently as Donna explained: "Crept along."

She mimed walking with her fingers, and the Doctor's brows furrowed while Lily's brows raised.

 _Brave woman_. Lily thought proudly, and then paused. _Or stupid._

Donna meanwhile was mouthing: "Heard them talking."

She mimed chatting with her hand, and then she lowered her head below the window to mime as she mouthed: "Hid."

The Doctor nodded and then Donna lifted her head to act out how she'd arrived, and she beamed again as she pointed at the pair, saying joyously: "You."

Lily joined the Doctor in nodding as they watched the woman, and Donna pointed derisively at Miss Foster inside, looking over as she began to mouth: "This…"

She trailed off, and the Doctor and Lily turned their heads to look and see why, only to find Miss Foster looking directly at them as she looked between Donna and the pair with her arms folded and her brows raised.

"Are we interrupting you?" Miss Foster asked sarcastically.

Lily turned back to Donna, whose mouth had dropped open in an 'Oops' expression. The Doctor turned to her with wide eyes, and as their eyes met he ordered as he jerked his head: "Run!"

The Doctor pushed Lily's head down under cover as he reached for his sonic while Donna turned and ran.

"Get her." Miss Foster ordered, and Lily glanced up as the Doctor quickly pointed his sonic at the office door, locking it.

"And them." Miss Foster added, and Lily's heart sank, but the Doctor quickly turned the sonic to point it at the window cradle pulley, causing the machine to whirl and pull them up.

As soon as they reached the roof, the Doctor hopped out, and helped Lily jump out as well. They ran for the doors to the building, and the Doctor led the way as they ran down the stairwell.

"What about Donna?" Lily called as they turned down a flight of stairs. Her question was answered as Donna appeared around the corner, running up the stairs.

"Here!" She gasped as they all stopped, stunned once more, before the Doctor pulled her into a delighted hug.

"Oh, my God." Donna squealed as he let her go, and she hugged Lily, crying happily: "I don't believe it."

She let go of Lily and looked between them, crying: "Lily! And Doctor! You've even got the same suit!" She added almost tearful in her joy as she looked the Doctor up and down.

She then added a little flatly, back to her old self: "Don't you ever change?"

"Yeah, thanks, Donna. Not right now." The Doctor retorted, and as if to prove him right they heard the doors bang a few floors below. They all peered over the side of the railings to see the guards running after them.

The Doctor quickly turned to the girls and he grinned, crowing: "Just like old times!"

Donna smiled and Lily laughed as the trio turned and sprinted back up the stairs, heading for the roof once more.

*A/N I do apologize that it took me longer than it should have to post this. I was having a metacrisis (Get it? … Sorry…) about writing this season, particularly with the many arcs in it, but I've finally worked it out! Hopefully, you're looking forward to it as much as I am about writing it J


	85. 30-2 Adipose

As they ran onto the roof, Donna was finishing her explanation, back to her chatty self as she said breathlessly: "Because I thought, how do you find the Doctor?"

The Doctor soniced the door, locking it as Donna rambled on: "And then I just thought, look for trouble and then he'll turn up."

The Doctor turned and handed Lily his sonic as they ran across the roof. The Doctor dug in his pocket for something as he ran up to the window cleaner cradle once more. Donna continued to babble: "So I looked everywhere. You name it. UFOs, sightings, crop circles, sea monsters. I looked, I found them all."

Lily handed the Doctor his sonic as he worked. She blinked at Donna, cocking her head questioningly as the redhead went on: "Like that stuff about the bees disappearing, I thought, I bet he's connected."

The Doctor also glanced at Donna puzzled, but turned back to sonicing the machine controls as Donna said breathlessly: "Because the thing is, Doctor, I believe it all now."

Lily stared at the woman confusedly as Donna went on: "You and Lily, you two opened my eyes. All those amazing things out there, I believe them all. Well," she added as she remembered something, "apart from that replica of the Titanic flying over Buckingham Palace on Christmas Day."

Lily smacked her hand over her face as Donna scoffed amusedly: "I mean, that's got to be a hoax."

 _'Same old Donna.'_ Lily thought wryly while the Doctor turned and asked the woman with a confused frown: "What do you mean, the bees are disappearing?"

He then grabbed Lily's hand and jumped into the cradle, and Donna followed as she replied: "I don't know. That's what it says on the internet. Well," she babbled on as the Doctor helped Lily inside the cradle and soniced the pulley system, "on the same site, there was all these conspiracy theories about Adipose Industries and I thought, let's take a look."

"In you get!" The Doctor ordered her as he finished his work and Donna asked incredulously: "What, in that thing?"

She pointed at the cradle and Lily had to laugh at her while the Doctor replied in exasperation: "Yes, in that thing."

"But if we go down in that, they'll just call us back up again." Donna pointed out confusedly, and the Doctor explained quickly: "No, no, no, because I've locked the controls with a sonic cage. I'm the only one that can control it."

Donna quickly climbed up and over, Lily helping her as the Doctor added: "Not unless she's got a sonic device of her own, which is very unlikely."

Lily paused, and she said flatly: "You know, normally you don't say that."

"What?" He asked as he began to send them down.

"That they might have a sonic, even if it's unlikely." Lily elaborated and the Doctor shrugged as he asked: "So?"

"So," Lily said as she wrinkled her nose, "usually when you do, it ends with them proving you wrong. That's why I have a bad feeling every time you say something like that."

He snorted as he replied airily: "Nah, you're overthinking things."

As soon as the words left his mouth, the pulley machine above them crackled and the cradle suddenly dropped down at an incredible speed. Donna screamed while Lily shrieked: "You see!"

"You jinxed it!" The Doctor shouted back, before he raised his sonic and pointed it at the controls. He managed to bring the cradle to a stop, although the sudden movement made the cradle jerk and threw the three onto the floor. They groaned as they stood up quickly, looking about wildly.

The Doctor glanced up and then at the windows, and he muttered: "Hold on."

He began to sonic the windows as he said quickly: "Hold on. We can get in through the window."

Lily breathed deeply, trying to get her racing heart to slow down, but she was anxious as the Doctor snarled: "Can't get it open!"

"Deadlocked?" Lily asked in disbelief, while Donna bent down and picked up a spanner, crying: "Well, smash it then!"

She began whacking the spanner against the window, but it was no use.

"That won't work." Lily said anxiously, and Donna spat: "Well, do you have a better idea?"

Lily tried to hit the window desperately, the Doctor joining, as Donna continued to whack at it, but it didn't even leave a crack let alone smash open. She stopped as there was a hissing noise from above, and she and Donna glanced up to see Miss Foster burning the cable with her sonic.

"Doctor!" Lily cried as Donna said in horror: "She's cutting the cable!"

The Doctor glanced up just as the cable on Donna's side snapped, tipping the cradle vertically. The Doctor grunted as he grabbed hold of the inside, Lily managing to do the same but Donna screamed as she fell out.

"Donna!" Lily and the Doctor shouted at the same time, and both of them peered over the side in horror. Lily breathed a momentary sigh of relief although it quickly changed to fear as she saw Donna hanging on by the ends of the cable.

"Doctor! Lily!" Donna screamed, panicking, and the Doctor yelled frantically: "Hold on!"

"I am!" Donna retorted furiously, and Lily would've laughed if she wasn't so terrified for the woman. She and the Doctor grabbed the cable, trying to pull it up and haul Donna up but it was too heavy and the cable too thick to get a good grip.

"Doctor!" Donna screamed in terror, and Lily glanced up.

"Doctor, up there!" Lily cried in alarm, and he glanced up to see Miss Foster walking over to begin sonicing the remaining cable. He quickly aimed his own sonic, pointing it at the woman's hand, creating a small burst of sparks. The woman dropped her sonic in a mix of surprise and pain, and the Doctor caught the falling sonic pen expertly.

"Doctor, hurry!" Lily urged as she tried to heave Donna up, but the Doctor tucked the sonic pen between his teeth as he began climbing up the side of the cradle, using the remaining cable to pull himself upright as he aimed for another window.

"Doctor!" Lily cried as Donna yelled desperately: "I'm going to fall!"

The woman's fingers were beginning to slip as her grip began to falter, unable to hold on much longer.

"Donna, don't let go!" Lily cried desperately trying to pull the woman up, but it just wasn't working. Donna spat up at the Doctor, her fear coming out as anger: "This is all your fault. I should've stayed at home."

The Doctor managed to open the window and he called down: "I won't be a minute! Lily, wait there and don't let Donna fall!"

He climbed in through the window, disappearing from sight as he fell inside.

Lily cried: "How am I supposed to do that?"

Donna shouted at the same time: "Don't just leave me here!"

"He's not!" Lily called down, leaning over to keep her eyes on Donna's.

"Just hang on for a minute, Donna, just a minute. The Doctor'll save you, I promise!" Lily called down and Donna snapped: "How do you know?"

"Because I know how he thinks, and I believe in him!" Lily shouted back. And true to her words, the window beside Donna slid open and the Doctor grabbed her legs.

Unfortunately, Donna couldn't see who it was and she shrieked: "Get off!"

"I've got you. I've got you. Stop kicking!" The Doctor shouted, and Lily shouted at Donna: "Donna, it's the Doctor! Let him take you inside!"

Donna finally stopped fighting and the Doctor hauled her inside. As soon as Donna was in, he popped his head back out and called: "Lily!"

The brunette girl was already sliding down the cable, making her way slowly and carefully down until she was level with the open window. The Doctor reached out to grab her and as he quickly hauled her in, Lily could see they were inside Miss Foster's office.

As he set Lily safely on her feet inside, Donna commented: "I was right. It's always like this with you, innit?"

"Oh, yes!" The Doctor replied with a smile, and Donna returned it with a grin. Lily smiled as the Doctor kissed her forehead, before he grabbed her hand and said to the girls: "And off we go."

"Wait, Doctor!" Lily protested as the journalist protested from where she still sat, roped to a chair: "Oi!"

The Doctor paused at the door, and turned back, saying sheepishly: "Sorry."

He pointed his sonic at the ropes, making them snap. He pulled Lily out the door with him, turning to go, before he turned back to peer into the office and he said to the woman: "Now do yourself a favour. Get out."

The trio ran out and down through the call centre, only to screech to a halt as Miss Foster and her guards appeared at the other end of the room. The Doctor threw out his arms to stop the girls, and Lily oomphed a little as his arm hit her right across her upper chest.

He didn't dare check if she was alright though, as Miss Foster walked down towards them, saying calmly: "Well, then."

She removed her spectacles as she said triumphantly: "At last."

"Hello." Donna said as she gave a little wave. The Doctor added in a friendly tone: "Nice to meet you, I'm the Doctor."

"And I'm Donna, and this is Lily." Donna said cheerily.

Lily waved as she said lightly, trying to sound calm: "Hi."

"Partners in crime." Miss Foster commented with a smile. Their faces scrunched a little in distaste at the analogy but they glanced at each other and quickly schooled it into cool indifference. Miss Foster added as she looked at the Doctor pointedly: "And evidently off-worlders, judging by your sonic technology."

"Oh, yes," the Doctor remembered and he began patting himself down as he mused: "I've still got your sonic pen."

He pulled it out and waved it. He examined it and commented: "Nice. I like it. Sleek." He commented as Miss Foster replaced her glasses over her eyes.

"It's kind of… sleek." The Doctor said, clearly running out of things to say. He looked to the girls for help and Donna added quickly: "Oh, it's definitely sleek."

The Doctor added as he looked at Miss Foster: "Yeah, and if you were to sign your real name, that would be…?" He prompted.

She shrugged as she replied easily: "Matron Cofelia of the Five Straighten Classabindi Nursery Fleet. Intergalactic Class." She added pointedly, and the Doctor murmured in understanding: "A wet nurse, using humans as surrogates."

Foster replied emotionlessly: "I've been employed by the Adiposian First Family to foster a new generation after their breeding planet was lost."

"What do you mean lost? How do you lose a planet?" The Doctor asked with a frown and Lily shivered Foster replied with a shrug: "Oh, politics are none of my concern. I'm just here to take care of the children on behalf of the parents."

Donna scoffed: "What, like an outer space super nanny?"

"Yes, if you like. " Foster replied with a smile and Lily reeled back in disgust and horror.

Donna asked, sounding completely freaked out: "So. So those little things, they're, they're made out of fat, yeah, but that woman, Stacy Campbell, there was nothing left of her."

Lily and the Doctor stared at her in surprise while Foster said in understanding: "Oh, in a crisis the Adipose can convert bone and hair and internal organs. Makes them a little bit sick, poor things."

Lily swallowed back her disgust while the Doctor's eyes narrowed and Donna asked indignantly: "What about poor Stacy?"

The Doctor suddenly added in a cold voice: "Seeding a level five planet is against galactic law."

"Are you threatening me?" Foster asked just as coldly, and Lily gripped the Doctor's hand as he corrected warningly: "I'm trying to help you, Matron. This is your one chance, because if you don't call this off, then I'll have to stop you."

But Foster just smirked as she replied coolly: "I hardly think you can stop bullets."

The guards cocked their guns, taking aim and Lily flinched. Donna backed away a little in fright while the Doctor stepped in front of Lily, shielding her as he said quickly: "No, hold on, hold on, hold on, hold on. One more thing, before," he cocked his head for the right word before he settled on: "dying."

He reached for his sonic as he asked: "Do you know what happens if you hold two identical sonic devices against each other?"

Foster took a deep breath and then replied flatly: "No."

"Nor me." The Doctor replied with a smile, and he added just as cheerily: "Let's find out."

He placed the two sonics against each other, switching them on. Lily clutched her ears, bracing her head against the pain as the awful high-pitched buzzing threatened to burst her eardrums. The guards and Foster, who'd been late in covering their ears, fell to the ground in pain as they clutched their heads.

Glass shattered, and still the Doctor didn't stop. Donna finally shoved him as she had enough and she cried: "Come on!"

The buzzing stopped as the Doctor was knocked off balance, removing the sonics from each other.

The trio ran away quickly, heading back for the storage room the Doctor and Lily had hidden in the whole day. The Doctor ran ahead and he began showing aside the ladder and mops in the back. Donna and Lily paused at the doorway, not daring to move inside as the Doctor continued to throw the room's contents out.

Donna commented: "Well, that's one solution. Hide in a cupboard. I like it."

The Doctor simply slid back the wall and he explained as the green-lit machine was revealed once more: "I've been hacking into this thing all day-"

"More like I've had to make you." Lily muttered.

Donna looked at her in surprise and confusion, tilting her head, while the Doctor continued, ignoring the brunette: "Because the matron's got a computer core running through the centre of the building. Triple deadlocked."

He turned to them as he said triumphantly: "But now I've got this," he pulled out her sonic pen, "I can get into it." He said with a grin and then began sonicing the machine with the pen.

He muttered as he worked: "She's wired up the whole building."

"Doctor." Lily said urgently as his sensor detector picked up movement in the corridors.

He muttered as he pulled up some wires: "We need a bit of privacy."

He held the wires together and Lily flinched as she heard the men scream as they were shocked down the hall.

"There wasn't a nicer way?" She asked in alarm, and the Doctor replied through grit teeth: "Just enough to stop them."

He stood up to examine the machine again as he murmured: "Why's she wired up the tower block? What's it all for?" He wondered, and he began to pull at the wires, sonicing them as he tried to find a source. Lily reached in to help him, knowing by now how he worked. Donna stood to the side watching, and eventually folding her arms bored.

She suddenly commented to the Doctor: "You look older."

He glanced at her briefly, before muttering sarcastically: "Thanks."

Lily pursed her lips, silently and unhappily agreeing with Donna- he'd aged since the incident with the Master. Not so much physically as his general demeanor and the look in his eyes. But then, she was sure she had too.

As the thought crossed her mind, Donna turned to the younger woman, murmuring softly: "You look older too."

Lily's lips curved up into a sad smile while the Doctor's shoulders tensed just slightly.

"Still on your own? Just you two?" Donna asked and Lily nodded while the Doctor said with forced cheer: "Yup. Well, no." He added quickly at Lily's frown.

He explained to Donna: "We had this friend. Martha she was called. Martha Jones. She was brilliant. And I destroyed half her life." He said flatly.

Lily reached out, touching his arm gently as Donna's eyes dimmed in sympathy. The Doctor felt Lily's comforting touch and sighed before he added lightly to Donna: "But she's fine, she's good." He paused, and he murmured softly: "She's gone."

"She's safely home." Lily corrected.

Donna examined them, before asking softly: "What about Rose?"

Lily just smiled at the woman sadly. She was surprised Donna remembered, but Lily had come to realize that beneath all the sarcasm and sometimes-shallow personality, there was a heart as pure as snow. The Doctor murmured shortly: "Still lost."

Donna cocked her head, examining the pair before she asked abruptly: "And you two? Any progress?"

Lily wrinkled her nose, not wanting to go into those details, while the Doctor avoided answering as he asked her: "I thought you were going to travel the world?"

Donna snorted as she sighed: "Easier said then done. It's like I had that one day with you two, and I was going to change. I was going to do so much. Then I woke up the next morning, same old life." She scoffed a little as she trailed off.

As the Doctor continued working, she went on sadly: "It's like you were never there. And I tried. I did try. I went to Egypt. I was going to go barefoot and everything. And then it's all bus trips and guidebooks and don't drink the water, and two weeks later you're back home." She smiled without humor.

As the Doctor reached for a wire Lily was holding, Donna admitted: "It's nothing like being with you. I must have been mad turning down that offer."

She sighed, and the Doctor asked puzzled: "What offer?"

"To come with you two." Donna replied softly, longingly.

The Doctor turned to her sharply, and he repeated questioningly: "Come with us?"

Donna beamed delightedly, mistaking it for the question: "Oh yes, please."

The Doctor stared at her uncomfortably, and glanced briefly at Lily. She was nodding, but he wasn't so sure as he muttered: "Right."

"Inducer activated." The computer suddenly beeped, and they stared at it as it began to beep.

"What's it doing now?" Donna asked warily and the Doctor replied in horror: "She's started the programme."

"You mean killing millions of people?" Lily gasped and he nodded as he began to hurriedly work on the machine.

"I thought it was just making them lose a pound or so." Donna said in confusion and the Doctor explained through grit teeth as he pulled at a large cord: "So far they're just losing weight, but the Matron's gone up to emergency pathogenesis."

"And that's when they convert…" Donna said in horror and the Doctor listed, grunting as he pulled: "Skeletons, organs, everything. A million people are going to die."

Giving up on the cord, he muttered anxiously: "Got to cancel the signal."

"The pendant." Lily urged, and he quickly pulled it out, taking it apart to reveal the inner wires as he muttered: "This contains a primary signal. If I can switch it off, the fat goes back to being just fat."

He explained quickly as he stuck the pendant wires around the machine's exposed wires. But then the machine called: "Inducer increasing."

"No, no, no, no, no." The Doctor cried and Lily asked urgently: "Doctor, what is it?"

He replied as he ran his hands frantically through his hair: "She's doubled it. I need…" He broke off, his eyes wide and he muttered: "Haven't got time. It's too far. I can't override it."

He started panicking as he peered at the machine desperately, before he yelled: "They're all gonna die!"

"Doctor, calm down!" Lily ordered, doing her best to maintain her wits. Giving up now wasn't going to help them.

Donna asked anxiously: "Is there anything I can do?"

"Sorry, Donna," the Doctor said as he began to fiddle with the knobs on the machine, "this is way beyond you. Got to double the base pulse, I can't."

He broke off in a panic, and Donna said emphatically: "Doctor, tell me. What do you need?"

"Time! Which I haven't got!" The Doctor yelled, and Lily whacked him on the head.

"Calm down. What other options are there?" Lily asked him sharply, and the Doctor yelled: "I need a second capsule to boost the override, but I've only got the one. I can't save them!"

He began to work frantically while Lily threw her hands up in exasperation. She paused as Donna turned, reaching into her pocket.

 _She doesn't…_ Lily thought in awe and then her eyes widened in disbelief and glee as Donna silently drew out a second pendant, holding it up. Lily poked the Doctor, who whirled around to see what she wanted; when he saw the pendant, he froze for a moment.

He stared at the pendant, and then at Donna's smirking face, and then at Lily's highly amused face, before he broke into laughter. The girls joined him as he quickly snatched the pendant, pulled that apart too and wired it in.

The Doctor leaned against the wall in relief while the girls danced for joy as the whole machine shut down, the green lights going out.


	86. 30-3 Welcome back, Donna Noble

The trio looked up at the ceiling as they heard a loud buzzing sound, sounding almost like a giant spaceship. Donna said flatly: "Fine. When you say nursery you don't mean a creche in Notting Hill."

"Nursery ship." The Doctor said in agreement as he put on his glasses, and Lily said softly: "It sounds huge."

"Well, it was built to hold several million Adipose." The Doctor pointed out.

At that moment, the computer lit up again, the green lights flashing as the computer said: "Incoming signal."

It was followed by some alien voice saying something they couldn't understand.

"Why can't I understand it?" Lily asked with a frown while Donna asked urgently: "Hadn't we better go and stop them?"

"Hang on." The Doctor stopped her as he lifted one finger, listening intently: "Instructions from the Adiposian First Family. It's an old language, and the signal is disrupted so it's harder for the Tardis to translate." He added in explanation for Lily.

She nodded, and waited as he listened. The Doctor read the signals on the machine as the message finished, and he said thoughtfully: "She's wired up the tower block to convert it into a levitation post. Oooh."

He suddenly murmured as his eyes went wide.

"Oh." He said softly. "We're not the ones in trouble now. She is!" He cried as his eyes widened even further, he turned and flung the door to the storage room open as the women followed him.

"Come on!" He called as he dashed on ahead and they sprinted for the roof once more.

As they ran out onto the rood and headed to the railings, Lily's eyes widened in surprise. They all paused as they watched the many Adipose fly up into the sky, transported by the levitation system, lit by a bright blue light. It was an incredible sight, if a little disturbing.

As the Doctor whipped off his glasses, Donna asked: "What you going to do then? Blow them up?" She asked a little derisively and the Doctor frowned at her as he replied indignantly: "They're just children. They can't help where they come from."

Lily grinned as Donna said in pleasant surprise: "Oh, that makes a change from last time."

The grin left her face and she wrinkled her nose as Donna added: "I knew Lily could do you some good."

The Doctor looked at her wryly, and then he and Lily half-snorted half-choked when Donna asked: "When are you two going to get together?"

The Doctor was looking highly amused, and Lily looked torn between amusement and embarrassment.

 _Only Donna._ Lily thought. _Gets it all right, and then misses the glaring detail._

"I didn't do much." Lily mused softly. "Martha was the biggest help. She was so warm and open and kind."

The Doctor smiled sadly at her. Lily missed Martha, but it had to end sometime and they couldn't ask for anyone to have to go through what Martha did.

"That Martha must've been something special." Donna commented.

"She was." Lily and the Doctor said firmly.

The Doctor added lightly, although he became somewhat pensive: "She did good, yeah. Yeah. She did. She fancied me for a bit." He tacked on, more as a warning to Donna.

Donna didn't catch his tone, and she simply mused: "Mad Martha, that one. Blind Martha. Charity Martha."

The Doctor raised his brows at her as he looked at her thoughtfully, while Lily smiled. She knew Donna was going to be okay. Donna didn't notice their pensive expressions as they watched an Adipose gurgle happily and wave at them as it went past.

They all looked over and waved back at it, as Donna said half-skeptically, half-amusedly: "I'm waving at fat."

"Actually, as a diet plan, it sort of works." The Doctor commented, and Lily chuckled.

But it dropped as the Doctor spotted something, and cried sharply: "There she is!"

He ran towards the edge of the roof as Lily turned to see Miss Foster floating up, coming up underneath the Adipose. Miss Foster stopped floating at roof level, and the women rushed to join the Doctor as he leaned over the railing and shouted frantically at her: "Matron Cofelia, listen to me!"

Miss Foster retorted: "Oh, I don't think so, Doctor. And if I never see you again, it'll be too soon."

The Doctor groaned as he asked in exasperation: "Oh, why does no one ever listen."

Lily clutched the railings, not looking away from the foster mother. She leaned over as well as the Doctor turned back to the floating woman, shouting: "I'm trying to help. Just get across to the roof."

He reached out to her desperately as he glanced up at the beam.

"Can you shift the levitation beam?" He asked urgently, and the woman scoffed: "What, so that you can arrest me?"

"Just listen." The Doctor hissed at her anxiously. "I saw the Adiposian instructions. They know it's a crime, breeding on Earth. So what's the one thing they want to get rid of? Their accomplice."

He stared at her imploringly, but Foster retorted scornfully: "I'm far more than that. I'm nanny to all these children."

She spread her arms wide to indicate the Adipose, looking up at them all floating far above her now. The Doctor cried: "Exactly! Mum and Dad have got the kids now."

She stared back at him scornfully, opening her mouth but Lily interrupted, begging: "Please, please, just let us help."

"I don't think so. They need me." She replied coldly, and the Doctor cried despairingly: "They don't need the nanny anymore!"

As the words left his mouth, the levitation beam on the woman switched off. Lily's eyes widened in dismay as the woman's face became slack in surprise and then alarm as she fell with a scream. Lily screamed once in horror, and the Doctor grabbed her quickly, turning her head into his body so she wouldn't see.

She clung to him, burying her face into his chest as the Doctor himself was unable to look away, his face contorting in anguish as the woman's screams continued for some time as she fell all the way down, some ten floors. Donna also turned away and the Doctor wrapped his hand around her eyes to shield them for her as she clutched his jacket.

There was a small splat, and the scream cut off abruptly. The Doctor slowly removed his hand from Donna's eyes, and when they heard the ship buzz once more, Donna and the Doctor looked up to watch it fly away. Lily couldn't watch and just listened to it as the sound faded away into the distance, her face still pressed against the Doctor. His arm tightened around her and his head lay on top of hers.

And when the ship disappeared from sight and there was only silence left behind, he slowly turned his head to kiss the top of hers as he wrapped his arms around her tightly and the two mourned the loss of a life.

* * *

As they made their way back onto the streets, avoiding the police, the Doctor pulled out Miss Foster's sonic pen. He glanced at it with a grim face before tossing it into a nearby waste bin.

Lily blinked in surprise as someone called furiously: "Oi, you three."

The three turned to stare at the journalist from earlier, and Lily stared to see she was once again tied to a chair.

The woman waddled over awkwardly as she tried to walk with the chair as she spat at them: "You're just mad. Do you hear me? Mad! And I'm going to report you for…" she struggled to find a word and then finished: "madness!"

She waddled away, and they watched her with raised brows. Donna sighed as she shook her head a little and commented: "You see, some people just can't take it."

"No." The Doctor agreed and Lily nodded as she added: "They just can't."

There was a pause and Donna said airily: "And some people can."

She beamed as she turned to them and said excitedly: "So, then. Tardis!"

The Doctor's face went blank, and Lily glanced at him uneasily while Donna grabbed their hands and pulled them with her as she said excitedly: "Come on."

Lily kept glancing at the Doctor uneasily as he led the way to the Tardis. Donna was still hanging onto them happily, but Lily knew the Doctor might not take her. The incident with Martha had left him very cautious, and Lily knew he was conflicted about the idea of continuing to have companions. Even with her, she'd seen the flash of uncertainty that sometimes passed through his eyes as he wondered if he should continued to place her in danger by being with him.

She was brought out of her thoughts as they reached the alleyway with the Tardis and Donna suddenly cried as she spotted a car parked a little away: "That's my car! That is like destiny." She beamed.

Lily and the Doctor were confused, but their silent question was answered as Donna continued, going to her car boot: "And I've been ready for this."

She opened it to reveal several suitcases and the pair stared as Donna told them excitedly: "I packed ages ago, just in case."

She began to heave the suitcases out as the Doctor and Lily blinked, while she continued to ramble: "Because I thought, hot weather, cold weather, no weather. He goes anywhere."

She shoved some of her bags into the Doctor's arms and he took them automatically, still in shock.

"I've gotta be prepared." Donna finished happily as she continued to unload her boot.

The Doctor asked blankly as she placed another box onto the pile in his arms: "You've got a, a hatbox."

Lily chuckled, breaking out of her shocked state as Donna grinned. She crowed jokingly: "Planet of the Hats, I'm ready."

As she slammed her boot shut, she asked as she continued to babble as she strolled towards the Tardis doors: "I don't need injections, do I? You know, like when you go to Cambodia. Is there any of that? Because my friend Veena went to Bahrain, and she…"

She finally trailed off as she stepped into the Tardis doorway, and she stared back at the pair, still standing mutely outside by her luggage.

"You're not saying much." She pointed out as her smile fell, and Lily glanced at the Tardis. She had no problems with Donna coming aboard- in fact, she liked the woman despite her sometimes annoying chatter. It was the Doctor who needed to make the decision though.

The Doctor saw Lily's glance and understood she was leaving it completely up to him. He sighed as he addressed Donna hesitantly: "No, it's just. It's a funny old life, in the Tardis."

Donna's face fell, and she said in a small, hurt voice: "You don't want me."

"I'm not saying that." The Doctor replied firmly, but his face was still drawn and his eyes sorrowful.

Donna whispered: "But you asked me."

She glanced at Lily, who just stared at the ground. Donna glanced between the girl and the Doctor, asking softly, trying to understand: "Is it… Would you two rather be on your own?"

She gestured at them, still unsure what was going on between them, and what it had to do with her.

"No, that's not it." The Doctor sighed, and he placed Donna's bags on the ground as he told her softly, cautioning: "But the last time, with Martha, like I said, it, it got complicated."

Lily bowed her head as the Doctor added guiltily: "And that was all my fault."

He glanced at Lily, who hadn't looked up from the floor since this conversation had started. Donna saw his glance and it clicked.

 _Love triangle._ She realized. _Except, more like this Martha girl's poor, unrequited love._ She added wryly to herself as she looked between the pair.

But before she could reply, the Doctor told her softly: "I just want a mate."

Donna's head cocked, and she suddenly spat in a disgusted voice, having heard wrong: "You just want to mate?"

Her mouth had fallen open in disgust and Lily's shoulders started to shake, although whether from tears or laughter, Donna wasn't sure yet. She turned her attention back to the Doctor as he corrected Donna: "I just want _a_ mate!"

"You're not mating with me, sunshine!" Donna said in horror as she hid herself partially behind the Tardis door, looking the Doctor up and down like he was some pervert. Lily finally let out a watery chuckle, looking up and Donna saw that the girl was both crying and laughing, although it appeared she was crying because she was laughing.

The Doctor snapped exasperated: " _A_ mate. I want _a_ mate."

Donna snapped back: "Well, you can go mate with Lily, or whoever, for all I care, because I'm not having any of that nonsense."

She stepped out of the Tardis as she spat the last word. She added indignantly as she indicated the Doctor: "I mean, you're just a long streak of, of nothing." She gestured at his slim figure as she added contemptuously: "You know, alien nothing."

"There we are, then." The Doctor said flatly, while Lily said to Donna sharply: "Oi."

"Well, he is. You might fancy him, but it doesn't change facts." Donna retorted at her.

Lily frowned, but the Doctor interjected as he told Donna: "Okay."

She nodded once, thinking he was agreeing with her. But Lily began to smile, and Donna looked between them, her anger slipping away as she asked numbly: "I can come?"

"Yeah. Course you can, yeah." The Doctor said nonchalantly, and Donna began to smile, her face breaking into complete delight once more.

The Doctor beamed at her at last as he told her with a chuckle: "It'd be an honor."

Donna chuckled, still unable to believe it as she whispered: "Oh, that's just…"

Lily beamed, and Donna ran over to hug the pair tightly. The Doctor smiled too as he opened his arms, but Donna suddenly stopped mid-run and said randomly: "Car keys."

"What?" The Doctor asked in confusion while Lily cocked her head.

Donna pulled out her car keys from her pocket as she explained breathlessly: "I've still got my mum's car keys."

She began to take off down the street, calling back to the pair: "I won't be a minute."

They watched her run off in disbelief, before Lily burst out laughing again. The Doctor turned to her, a reluctant smile spreading over his face as well. He finally chuckled, shaking his head in a mix of exasperation and amusement, while Lily beamed at him.

He pulled her into a brief hug, and Lily told him cheekily: "I'm glad you agreed to let Donna come. I like her, too."

The Doctor raised his brows and he teased: "I'm seeing a pattern here. Hope this doesn't mean I'm about to be replaced as your number one."

She grinned as she pulled away, grabbing some of Donna's bags. She tossed over her shoulder as she walked towards the Tardis: "You're not my number one."

His smile dropped and he frowned. She grinned as she stopped by the Tardis doors, patting it as she told him: " _She's_ my number one. You come in on a close second though."

The Doctor burst out laughing and Lily grinned as she entered the Tardis. He shook his head at her as he also turned to grab Donna's stuff and started lugging it into the Tardis.

Once all Donna's things were inside, he joined her at the console, leaning on it as he pulled her into him. He tucked her snugly into him, her back against his chest as he placed his chin on her head while his arms were wrapped around her middle. She leaned back on him, sighing contently.

They both looked over as Donna walked in, saying jubilantly: "Off we go, then."

She stopped, staring at them. The Doctor didn't notice as he said dramatically: "Here it is. The Tardis. It's bigger on the inside than it is on the outside."

"Oh, I know that bit." Donna interrupted as she broke out of her surprised trance. She walked up towards the console as she added: "Although frankly, you could turn the heating up. I can see you two don't need it, but I do."

Lily blushed a little, looking embarrassed while the Doctor raised his brows.

"You figured it out. Took you long enough." He commented and Donna replied with a nonchalant shrug: "As much as it might shock you, your love life isn't important or interesting enough for me."

Lily laughed while the Doctor made a face as he let Lily go to start the Tardis. As he moved around the console, Donna walked up to the brunette girl and whispered to her: "But, I'm glad you two got together at last. I'm happy for you."

Lily looked at her in surprise before she smiled.

"Thanks, Donna." She said, and the two women hugged each other happily.

They looked over as the Doctor called: "So, whole wide universe, where do you want to go?"

"Oh, I know exactly the place." Donna said firmly, and the Doctor raised his brows.

"Which is?" He asked and Lily looked at her curiously as well.

Donna jerked her head to the left as she told them: "Two and a half miles that way."

* * *

Donna's grandfather, Wilf was just packing up his astronomy kit for the night when he heard a wheezing sound. He looked up to see a blue police box flying through the sky above him. His mouth dropped open and he remembered his granddaughter's words.

He cried anxiously, looking about desperately as he tried to find a way to contact his granddaughter: "There! Donna, it's, it's the flying blue box!"

He flailed his hands as he pointed at the box, and unable to think of what else to do, he peered through his telescope to get a good look so he could describe it to his granddaughter later.

But Wilf's mouth dropped open for the second time as he stared in shock to see Donna waving at him from the open Tardis doors. Behind her stood a couple, leaning against each other with content and slightly amused smiles as Donna waved enthusiastically.

"What?" He said blankly, and he looked up and then back down through his telescope.

"That's Donna." He said in shock and as his granddaughter waved at him with a tearful smile, the happiest she'd looked in over a year. Behind her, the couple also gave small waves at him, the man looking highly amused while the girl looked a little shy as they waved at the stunned old man.

"Yeah, that's Donna." Wilf murmured in shock before he looked up at the sky again. He recalled what his granddaughter had told him, and he cried jubilantly: "And that's them. That's him. That's her. Hey, that's them!"

He began to dance in joy and he waved at them as he yelled after his granddaughter as they flew away: "Ha, ha, ha! Go on, gal! Go on, get up there! Hey!"


	87. 31-1 Fires of Pompeii

The Doctor stepped out of the Tardis first, pushing aside a curtain covering the alcove he'd parked them in. Donna and Lily followed closely behind him, both staring out in wonder as the Doctor declared: "Ancient Rome."

Lily's eyes widened in amazement as she stared around the market place, bustling with people dressed in dark robes. The Doctor led the way into the market, Donna and Lily following as they stared about. Donna's mouth had fallen open, while the Doctor added: "Well, not for them, obviously. To all intents and purposes, right now, this is brand new Rome."

"Oh, my God." Donna gasped in delight.

"It's, it's so Roman." She breathed, making the Doctor chuckle and Lily smile. Donna turned back to the pair as she said with breathless delight: "This is fantastic."

She hugged Lily, making the girl smile even brighter, and then tugged the Doctor into a hug as well, making him chuckle. Donna let go, and the Doctor stuffed one hand in his brown pinstripe suit pocket and wrapped the other around Lily while Donna squealed: "I'm here, in Rome. Donna Noble in Rome."

She walked down the street excitedly as the Doctor and Lily laughed, following leisurely behind the redheaded woman as she continued in amazement: "This is just weird. I mean, everyone here's dead."

Lily snorted, while the Doctor replied lightly: "Well, don't tell them that."

"Hold on a minute." Donna said as she spotted something behind the couple. She cocked her head, and said flatly: "That sign over there's in English."

She pointed, and the pair turned to see a small wooden sign hanging over one of the merchant carts, reading: 'Two amphoras for the price of one'.

The Doctor's mouth fell open in realization, while Lily chuckled as Donna demanded: "Are you having me on? Are we in Epcot?"

"No, no, no, no." The Doctor explained as he turned back to Donna. "That's the Tardis translation circuits." He nodded back at the sign. "Just makes it look like English. Speech as well." He added as an afterthought. "You're talking Latin right now."

"Seriously?" Donna asked, and Lily nodded, smiling broadly as the Doctor hummed in confirmation: "Mmm."

"I just said 'seriously' in Latin." Donna said delightedly, and Lily laughed while the Doctor agreed: "Oh, yeah."

Donna laughed as well, and they began to walk once more. The Doctor grinned at Lily, while Donna rambled thoughtfully: "What if I said something in actual Latin, like 'veni, vidi, vici'? My dad said that when he came back from football. If I said 'veni, vidi, vici' to that lot," she gestured at the crowd, "what would it sound like?"

Lily burst out laughing again, while the Doctor answered, frowning slightly: "I'm not sure. You have to think of difficult questions, don't you?"

"It's her job." Lily teased Donna, making the redhead grin back.

Donna winked as she answered: "You bet. Now, I'm going to try it."

Lily giggled as Donna hurried off to a nearby fruit seller. The Doctor rolled his eyes good-naturedly, but he was grinning broadly as well as the couple watched Donna. The fruit seller smiled at Donna, and he greeted: "Afternoon, sweetheart. What can I get you, my love?"

"Er, veni, vidi, vici." Donna said casually, and Lily had to laugh at the woman's cool attitude.

She laughed harder, hiding behind the Doctor so as to not attract too much attention, as the fruit seller blinked, and replied in confusion: "Huh? Sorry? Me no speak Celtic. No can do, missy."

The Doctor was also fighting a laugh as Donna answered sarcastically: "Yeah."

She walked back to the pair, asking curiously: "How's he mean, Celtic?"

"Welsh." The Doctor explained.

As Donna continued to look blank, Lily elaborated: "You sounded Welsh."

"There we are." The Doctor finished cheerfully as Donna's mouth fell open in wonder. "Learnt something."

He then walked off, taking Lily with him as she stayed under his arm. The brunette woman grinned back at Donna, who smiled back excitedly as they made their way deeper into the market. None of them aware of a young woman in a red cloak watching them walk away.

As they made their way down the streets, Donna asked curiously as she thought of something else: "Don't our clothes look a bit odd?"

Lily smiled, starting to see a pattern amongst the new companions- her included- while the Doctor answered easily: "Nah. Ancient Rome, anything goes. It's like Soho, but bigger."

"You've been here before then?" Donna asked in surprise.

The Doctor hummed in agreement as he replied: "Mmm. Ages ago. Before you ask, that fire had nothing to do with me."

"Sure it didn't." Lily said sarcastically. If she knew him – and she was proud to say by this point she did – then it probably had _everything_ to do with him.

Donna raised a brow in amusement, while the Doctor conceded: "Well, a little bit. But I haven't got the chance to look around properly."

He peered around the streets, examining the cobbled stones and frowning at the surrounding area as he listed hopefully: "Coliseum, Pantheon, Circus Maximus. You'd expect them to be looming by now. Where is everything?"

Donna and Lily also peered around, seeing his point. The Doctor turned to the left as they reached the end of a street, murmuring thoughtfully: "Try this way."

He led Lily off with him, Donna trailing behind the pair as she looked around in awe. Lily frowned slightly as well, noting something wrong with the landscape. It seemed too flat to be Rome, and she was puzzling over this face when Donna called from behind, sounding confused: "Not an expert, but there's seven hills of Rome, aren't there?"

The Doctor and Lily glanced back to see Donna staring off into the distance at something. The pair looked over and Lily's brows furrowed while Donna continued, puzzled: "How come they've only got one?"

At that moment, the ground shook violently beneath their feet. Something crashed on a stall behind them as everyone stumbled, trying to keep their balance. Lily's face blanched while the Doctor's mouth fell open slightly.

"Here we go again." A man called as vendors grabbed their stalls to try and keep steady, while more pottery fell off shelves and crashed on the ground. The minor earthquake continued, and Lily turned accusing eyes on the Doctor.

He looked back at her sheepishly and with a hint of worry, while Donna said in horror: "Wait a minute. One mountain, with smoke."

The three all stared at the black smoke that was now coming up out of the top of the mountain.

"Which makes this-" Donna continued, her face white, and the Doctor finished in similar horror: "Pompeii."

As they struggled to keep their balance, the Doctor continued: "We're in Pompeii." His arm tightened around Lily. "And it's volcano day."

* * *

The three ran down the streets, the Doctor leading the way quickly back to the Tardis. His hand was clamped firmly on Lily's, tugging her along behind him anxiously. Lily kept glancing back, checking that Donna was behind them and following closely.

They finally reached the alcove where the Doctor had parked the Tardis, and Lily struggled to get her breath back as the Doctor hastily pulled aside the curtain. Both their faces fell, Lily's mouth dropping open.

"Oh my God." She moaned as the Doctor's mouth also dropped open, and Donna caught up with them.

"You're kidding." Donna breathed in horror. "You're not telling me the Tardis has gone."

"Okay." The Doctor answered quickly as the trio stared at the empty space where the Tardis had been.

"Where is it then?" Donna demanded and Lily closed her eyes while the Doctor retorted: "You told me not to tell you."

"Oi." Donna said sharply as she turned to the Doctor irritably. "Don't get clever in Latin."

"Donna." Lily chided softly, while the Doctor turned, muttering: "Hold on."

He briefly let go of Lily's hand, running back to the fruit seller Donna had questioned earlier.

"Excuse me." The Doctor said to the man quickly, his voice slightly desperate. "Excuse me."

The fruit seller turned to the Doctor in surprise, while Lily and Donna hurried over. The Doctor continued quickly, his voice urgent: "There was a box. Big blue box. Big blue wooden box, just over there. Where's it gone?"

"Sold it, didn't I?" The fruit seller answered with a smug grin. Lily's mouth dropped open and she sucked in a breath as Donna looked like she wanted to punch someone.

The Doctor's eyes had also widened in horror and he said in complete disbelief: "But," he glanced at Lily and Donna in horror, "it wasn't yours to sell."

"It was on my patch, weren't it?" The fruit seller answered with a light shrug. Lily and Donna's mouths were hanging open in complete disbelief as the man added proudly: "I got fifteen sesterces for it. Lovely jubbly."

"Who'd you sell it to?" The Doctor demanded as Donna's eye began to twitch.

Lily placed a placating hand on the redhead's shoulder while the fruit seller told the Doctor, becoming annoyed by all the questions: "Old Caecilius. Look, if you want to argue, why don't you take it out with him? He's on Foss Street." He pointed it out. "Big villa. Can't miss it."

"Thanks." The Doctor replied quickly as he turned to run in the direction the fruit seller had pointed to. Donna and Lily had already taken off, and the fruit seller turned back to his fruit in annoyance but also some relief.

But his relief was brief as the Doctor returned before the fruit seller, Lily with him. She was looking as puzzled as the Time Lord as the Doctor demanded incredulously: "What'd he buy a big blue wooden box for?"

* * *

Lily and the Doctor dashed off down the streets, looking quickly for Donna. They finally found the woman, the Doctor literally running into her. Lily reached out quickly to help stabilize the pair as they bordered on toppling over from the impact.

The Doctor told Donna quickly as he regained his footing: "Ha. I've got it. Foss Street's this way."

He turned, grabbing Lily as he let go of Donna, but the redhead grabbed both her friends quickly, jerking them back as she exclaimed urgently: "No. Well," she explained rapidly as the Doctor and Lily turned to her in surprise, "I found this big sort of amphitheatre thing. We can start there."

Both the Doctor and Lily frowned in confusion as Donna fired rapidly: "We can gather everyone together. Maybe they've got a great big bell or something we could ring. Have they invented bells yet?"

"What do you want a bell for?" The Doctor demanded at last, interrupting Donna.

"To warn everyone." Donna answered as though it was obvious. Lily's face immediately filled with understanding, and pity as she watched Donna say to the Doctor impatiently: "Start the evacuation. What time does Vesuvius erupt? When's it due?"

"It's 79AD," the Doctor explained as he also finally understood what Donna was trying to say, "twenty third of August, which makes volcano day tomorrow."

"Plenty of time." Donna scoffed. "We could get everyone out easy."

"Um, Donna…" Lily began, knowing the unfortunate truth wouldn't be easy for the passionate woman to take, but the Doctor interrupted her as he told Donna bluntly: "Yeah, except we're not going to."

"But," Donna protested as she looked between the Doctor and Lily, "that's what you do. You're the Doctor, and his 'girlfriend'. You save people."

"Not this time." The Doctor said, a little sharply and impatiently. He clearly didn't want to elaborate or waste more time from finding the Tardis. Donna frowned at his attitude, and Lily placed a hand on the Doctor's shoulder.

The Doctor pursed his lips while the brunette girl turned to Donna, explaining gently: "Pompeii is a fixed point in history. We can't meddle with that, not without altering history. I'm sorry, Donna," she added as she saw Donna's face fill with despairing anger, "really I am, but we can't stop it."

"Says who?" Donna demanded, and the Doctor answered firmly: "Says me."

"What, and you're in charge?" Donna scoffed angrily.

"Tardis, Time Lord, yeah." The Doctor snapped.

Lily sighed, almost throwing her hands up in the air as she watched the pair argue furiously.

"Donna, human, no." Donna countered. "I don't need your permission, either of you."

She gave Lily a disappointed look before glaring back at the Doctor as she said scornfully: "I'll tell them myself."

"You stand in the market place announcing the end of the world," the Doctor growled through grit teeth, "they'll just think you're a mad old soothsayer.

"Now, come on." He ordered. "Tardis. We are getting out of here."

He turned, wrapping his arm around Lily to try and take her with him. She jerked away, and he turned to her in annoyance only to see her looking back unhappily at Donna. The Doctor's annoyed expression only intensified as he also turned to the redhead who snarled: "Well, I might just have something to say about that, Spaceman."

"Oh, I bet you will." The Doctor half sighed half snapped before he took off towards Foss Street. Donna was fuming and Lily swore she could see smoke coming out of the older woman's ears. Lily sighed and held out a hand to Donna.

When the redhead looked down at it contemptuously, Lily said quietly: "Donna, don't be unreasonable. You know he's right, even if he didn't say it in the best way possible. Just try to understand, and believe me when I say it's hard for him as well to leave all these people behind."

Donna pursed her lips, not answering and turning her head slightly in defiance. But Lily was satisfied when Donna took Lily's hand, albeit petulantly, and the pair ran after the Doctor. All three once again not noticing the red-cloaked woman, who had been spying on them from around an alleyway corner.

* * *

The trio ran into Caecilius's villa just as the ground began to shake violently once more. A marble bust in the entryway toppled over as the minor earthquake rattled the house, and the Doctor caught it quickly, yelping: "Whoa!"

An elderly man ran up, his arms stretched to catch the bust, and he stared at the trio in surprise as the Doctor set the bust back on its pedestal, patting it as he said with satisfaction: "There you go."

The Doctor turned to the other man, whom Lily assumed was Caecilius. The Doctor beamed in greeting, while Donna gave a tight smile and Lily gave a small smile and a wave. Caecilius blinked before saying to the Doctor, his surprise fading: "Thank you, kind sir. I'm afraid business is closed for the day."

Lily blinked in surprise while Donna's smile fell a little. Caecilius continued, not noticing the women's reactions as he told the Doctor firmly: "I'm expecting a visitor."

"But that's me," the Doctor said quickly, "I'm a visitor. Hello."

He grabbed Caecilius's hand, shaking it forcibly before he grabbed Lily and walked into the villa uninvited. Lily spotted a woman, most likely Caecilius's wife, and a teenage boy. Probably the son, and a rather disrespectful one at that if his posture on the seat and the wine goblet he was holding were any indication.

Donna quickly followed behind her friends, and Caecilius- after getting over his shock- strode after them, demanding of the Doctor as he eyed the other man suspiciously: "Who are you?"

It appeared the rest of the man's family were wondering the same thing as they watched the trio curiously from their sitting room. Well, the wife did- as much as was polite; it was harder to tell with the boy. He seemed bent on looking bored most of the time.

"I am…" the Doctor began as he came to a dramatic halt, "Spartacus."

Lily almost snorted, but she suppressed it as she said lightly: "So am I."

"And me." Donna added smugly.

She and Lily shared silently amused looks, while the Doctor hid a cheeky grin as he glanced at his girl and his companion. They turned back to Caecilius in surprise as the man greeted politely: "Mr. and Mrs Spartacus."

He nodded his head once at the Doctor and Lily, who both blinked in shock, before he added to Donna: "And Ms. Spartacus."

"Oh no, no, no." The Doctor said hastily as Lily went beet-red. "We're not, we're not married."

"Oi, why did you assume I was single? Do I look that single?" Donna demanded at the same time.

"You are single." The Doctor pointed out, and Donna argued: "But do I look so single that he assumed I was single?"

"Er, is this the time?" Lily asked, and the other two paused, their faces turning sheepish.

Caecilius chimed in as he said to Lily and the Doctor: "Oh, my apologies for the mistake. I thought naturally…"

The Doctor just waved it off while Lily just nodded, trying to look understanding and not embarrassed. Caecilius then gestured at the Doctor and Donna as he explained to the latter: "And apologies, Miss. I just assumed you were brother and sister. You look very much alike."

The trio blinked, the Doctor and Donna turning to stare at each other in astonishment.

"Really?" They both asked at the same time, the Doctor sounding more surprised and Donna sounding more offended.

This made the Doctor frown while Lily snorted softly, but they all refocused as Caecilius went on in a mixed apologetic and firm tone: "I'm sorry, but I'm not open for trade."

"And that trade would be?" The Doctor prompted as he glanced around the villa curiously.

"Marble." Caecilius answered easily. He introduced himself at last, saying proudly: "Lopus Caecilius. Mining, polishing and design thereof. If you want marble, I'm your man."

"That's good." The Doctor said quickly. Donna and Lily nodded along as the Doctor announced: "That's good, because I'm the marble inspector."

He pulled out his psychic paper, flashing it at Caecilius briefly before walking past and into the villa. Lily smiled a little apologetically as Caecilius's eyes widened in surprise before he turned to stare after the Doctor in awe.

Lily and Donna followed the Doctor, while Caecilius's wife gasped: "By the gods of commerce, an inspection."

Caecilius quickly joined the group in the sitting room, trailing the Doctor as his wife added: "I'm sorry, sir." She grabbed the goblet from her son as she finished with veiled warning towards her son: "I do apologise for my son."

The woman poured the goblet's contents into the decorative pond, making her son gasp: "Oi."

"Apparently teenagers don't differ regardless of what time or country." Donna muttered, making Lily grin.

"And this is my good wife, Metella." Caecilius introduced, and the woman bowed her head in respect as Caecilius added: "I must confess, we're not prepared for a-"

"Nothing to worry about." The Doctor interrupted quickly as he glanced around. "I'm, I'm sure you've nothing to hide. Although, frankly," he finally found what he'd been looking for, "that object looks rather like wood to me."

He pointed at the Tardis, standing in a corner of the room and Lily tried not to look too excited as she saw with relief that it was all right. The Doctor wandered over to the Tardis, and Lily suppressed a grin as Metella hissed at her husband out of the corner of her mouth: "I told you to get rid of it."

"I only bought it today." Caecilius defended quickly as he hurried after the Doctor, Lily trailing behind as she looked around curiously.

"Ah, well." The Doctor answered as he looked back at Caecilius. "Caveat emptor."

He winked at Lily slyly, and she had to turn her head away not to start laughing, while Caecilius said in surprise: "Oh, you're Celtic. There's lovely."

The Doctor didn't reply to that, saying quickly as he nodded at the Tardis: "I'm sure it's fine, but I might have to take it off your hands for a proper inspection."

"Although while we're here," Donna chimed in suddenly, "wouldn't you recommend a holiday, Spartacus?"

Caecilius blinked, sharing a surprised look with his wife at the redhead's odd suggestion.

"Don't know what you mean, Spartacus." The Doctor said flatly, his eyes clearly warning Donna not to say any more.

But Donna replied defiantly: "Oh, this lovely family. Mother and father and son. Don't you think they should get out of town?"

The Doctor rubbed his eye irritably while Lily sighed quietly.

"Why should we do that?" Caecilius asked, puzzled, and Donna looked at him worriedly as she pointed out: "Well, the volcano, for starters."

Lily winced as the Doctor turned away, looking incredibly annoyed now, while Caecilius asked blankly: "What?"

"Volcano." Donna repeated incredulously, but Caecilius asked in confusion as his wife also gave Donna a funny look: "What ano?"

"That great big volcano right on your doorstep." Donna pointed out, and Lily finally nudged the Doctor for help. He sighed, but turned around, noting something in the corner of the room.

"Oh, Spartacus, for shame." The Doctor cut in quickly. "We haven't even greeted the household Gods yet."

He basically had to haul her across the room to the marble carving in the corner of the room, with a goblet of holy water sitting before it. Caecilius and his wife stared after them in surprise and then at Lily, and the brunette girl just gave the pair a polite smile before hurrying after the Doctor.

"They don't know what it is." The Doctor was hissing to Donna in an undertone as they arrived in the alcove dedicated to the Gods. "Vesuvius is just a mountain to them. The top hasn't blown off yet. The Romans haven't even got a word for volcano. Not until tomorrow."

He quickly sprinkled some water on the marble carving – the way the Romans greeted their household Gods – while Donna rolled her eyes and said flatly: "Oh, great, they can learn a new word as they die."

"Donna," Lily cut in before the Doctor could snap at the redhead, "please just leave it."

"Listen," Donna retorted angrily as she glared at the pair, "I don't know what sort of _kids_ you've been flying round with in outer space, but you're not telling me to shut up."

Lily blinked, a little hurt at Donna's jab, while the Doctor's eyes narrowed angrily. Donna didn't care as she nodded over to Caecilius's son, and she demanded: "That boy, how old is he, sixteen? And tomorrow he _burns_ to death."

"And that's my fault?" The Doctor snapped, and Donna hissed back at him: "Right now, yes."

"Guys, please." Lily sighed, but she was cut off as one of Caecilius's servants called from the doorway: "Announcing Lucius Petrus Dextrus, Chief Augur of the City Government."

A middle-aged man with a cloak draped over the right side of his body walked in stiffly, and the trio turned to watch curiously, the Doctor quickly losing interest in his almost argument with Donna, as Caecilius greeted: "Lucius. My pleasure, as always."

"Quintus, stand up." Metella hissed at her son out of the corner of her mouth, and the boy sighed irritably but did as he was told.

"A rare and great honour, sir, for you to come to my house." Caecilius was saying to Lucius, lifting his hand in greeting, and Lily frowned as she saw Lucius not answer the gesture.

Caecilius slowly retracted his hand as Lucius replied flatly: "The birds are flying north, and the wind is in the west."

Lily's eye twitched as she fought to keep a straight face while Caecilius drew back a little before saying eagerly: "Quite. Absolutely. That's good, is it?"

"Only the grain of wheat knows where it will grow." Lucius continued, and Caecilius turned to his wife as he said respectfully: "There now, Metella. Have you ever heard such wisdom?"

"Never." She said in a hushed tone and Lily almost couldn't stand to watch any more. "It's an honour."

Lucius didn't seem impressed and he simply stood stiffly, when Caecilius introduced quickly: "Pardon me, sir. I have guests."

He pointed to the trio as he finished: "This is Spartacus, Spartacus, and, er, Spartacus."

They pulled on smiles, waving to the man, and then Lily's brow rose despite her will as Lucius answered: "A name is but a cloud upon a summer wind."

"But the wind is felt most keenly in the dark." The Doctor replied swiftly, and Lily's eyes widened. He'd made a somewhat dangerous move, but then again she really shouldn't have expected him to sit quietly any longer. He'd probably been put off as much as she had by Lucius's attitude.

"Ah." Lucius returned. "But what is the dark, other than an omen of the sun?"

"I concede that every sun must set." The Doctor answered and Lucius said smugly: "Ha."

But the Doctor wasn't finished, as he added: "And yet the son of the father must also rise."

He gestured at Quintus, and Lily had to hide a smile as Lucius muttered, defeated: "Damn. Very clever, sir. Evidently, a man of learning."

"Oh, yes." The Doctor shrugged goodnaturedly."But don't mind me. Don't want to disturb the status quo."

"He's Celtic." Caecilius whispered to Lucius in explanation, and Lucius turned back to Caecilius as the Doctor added quickly: "We'll be off in a minute."

He smiled, and as the others turned their attention away from the group, he moved towards the Tardis, having to almost drag Donna as she muttered firmly: "I'm not going."

"It's ready, sir. "Caecilius was saying as the Doctor hissed: "You've got to."

"Well, I'm not." Donna snapped as she put her foot down, figuratively and literally.

Lily sighed, glancing back at the rest of the room to make sure they weren't spotted as the Doctor hauled Donna behind him.

"The moment of revelation." Caecilius was saying as he showed a covered item to Lucius. "And here it is."

He pulled off the cloth and Lily balked at what she saw.

"Doctor!" She gasped and he glanced back at her. Noticing the direction of her gaze, he turned to look before he, too, froze. They stared at the marble tile Caecilius had unveiled, or more specifically the carvings on the tile. It looked almost like a circuit board, incredibly detailed… and incredibly out of its time.


	88. 31-2 Soothsayers

"Exactly as you specified." Caecilius was saying hopefully. "It pleases you, sir?"

"As the rain pleases the soil." Lucius answered, as the Doctor slowly walked over with Lily.

"Oh, now that's… different." The Doctor commented as he walked closer to take a better look. "Who designed that, then?"

"My Lord Lucius was very specific." Caecilius answered with a smile, but the Doctor's face was grim as he demanded: "Where'd you get the pattern?"

"On the rain and mist and wind." Lucius answered.

The Doctor was trying not to look too intrigued – and failing miserably at that – when Donna protested: "But that looks like a circuit."

"Made of stone." Lily added quietly.

The Doctor nodded once at her, while Donna piped up, asking Lucius incredulously: "Do you mean you just dreamt that thing up?"

"That is my job," Lucius answered flatly, "as City Augur."

"What's that, then, like the mayor?" Donna retorted, and Lily's eyes widened.

She stepped on Donna's foot, while the Doctor excused quickly: "Oh, ha. You must excuse my friend," the others turned away, not really interested, "she's from Barcelona."

Donna was glaring at Lily, not understanding, and she explained: "He's _not_ the mayor, and it would look really bad if you didn't know what an Augur is."

Donna blinked, confused, and the Doctor explained: "This is an age of superstition. Of official superstition. The Augur is paid by the city to tell the future."

He glanced back to make sure the others weren't watching them. Lucius was examining the board intently while Caecilius waited anxiously, and the Doctor added to Donna in amusement: "The wind will blow from the west? That's the equivalent of ten o'clock news."

"They're laughing at us."

The trio turned in surprise to see a young woman walking in, if it could be called walking. She was swaying, her yellow dress fluttering with her movements, and she was deathly pale and looked incredibly ill, but her eyes were fixed on the Doctor and his two companions. The others in the room turned in surprise as the young woman continued, staring at the Doctor: "Those three, they use words like tricksters. They're mocking us."

Lily blinked in surprise, staring at this new girl curiously while the Doctor quickly pacified the rest of the room: "No, no, I'm not. I meant no offence."

"I'm sorry." Metella said quickly as she hurried over to the girl. "My daughter's been consuming the vapours."

Lily frowned, wondering what the woman meant, particularly as Quintus said sharply and angrily: "Oh for Gods, Mother. What have you been doing to her?"

"Not now, Quintus." Caecilius hissed warningly, and Quintus protested: "Yeah, but she's sick. Just look at her."

"I gather I have a rival in this household." Lucius suddenly chimed in, staring at the girl intently. "Another with the gift."

Lily's eyes flickered between the strange man and the sickly looking girl, while Metella said quickly and in a proud tone: "Oh, she's been promised to the Sibylline Sisterhood. They say she has remarkable visions."

"The prophecies of women are limited and dull." Lucius retorted, making Donna and Lily look at him sharply. "Only the menfolk have the capacity for true perception."

Metella was looking uncomfortable, almost like she wanted to snap back but couldn't. Donna had no qualms as she said sarcastically: "I'll tell you where the wind's blowing right now, mate."

Lucius's lips pursed angrily as he turned to look at Donna, when a small tremor shook the ground beneath them.

"The Mountain God marks your words." Lucius said darkly as he glared at Donna. "I'd be careful, if I were you."

The Doctor hadn't even turned away from staring at the girl, who was now leaning against her mother as though she didn't have the strength to stand on her own.

"Consuming the vapours, you say?" The Doctor asked and the girl replied: "They give me strength."

Lily's brows shot up and she silently agreed with the Doctor as he pointed out, staring at the girl in concern: "It doesn't look like it to me."

"Is that your opinion as a doctor?" The girl asked and Lily froze.

"I beg your pardon?" The Doctor asked immediately, staring at the girl intently, and the girl replied: "Doctor. That's your name."

The girl was leaning forward, and her mother was looking vaguely alarmed as she glanced between the girl and the Time Lord as he questioned seriously: "How did you know that?"

"And you." The girl continued, her eyes fluttering as though she was going into a trance and the room darkened slightly, the shadows taking on a reddish hue, but she was staring right at Lily. "You call yourself 'Lily'. Pretty name for a pretty flower."

Lily's brows lifted, and she examined the girl intently. There was something very wrong here, and she glanced down at the girl's right wrist, noting the cloth that covered it.

"Now then, Evelina." Her mother began, but the girl, Evelina had turned to Donna as she added: "And you. You call yourself 'Noble'."

"Don't be rude." Metella scolded, trying to silence her daughter.

"No, no, no, no." The Doctor interjected as he glanced around, also noting the changes. "Let her talk."

"You all come from so far away." Evelina whispered as her eyes continued to flutter.

"The female soothsayer is inclined to invent all sorts of vagaries." Lucius commented and Lily's eyes narrowed at him angrily as the Doctor said flatly: "Oh, not this time, Lucius. No, I reckon you've been out-soothsayed."

"Is that so," Lucius asked as he turned to the Doctor, "man from Gallifrey?"

Lily froze for a second time, her mouth dropping open slightly as the Doctor whipped his head around to stare at Lucius.

"What?" The Doctor asked, his voice dark, and Donna, along with the rest of Caecilius's family, looked between the two men anxiously.

"The strangest of images." Lucius answered as he stared right at the Doctor. "Your home is lost in fire, is it not?"

Lily's eyes narrowed and she moved to the Doctor's side as he stared at Lucius, his face going blank and cold. She knew that look and she was worried for him. As Lily moved, Donna asked: "Doctor, Lily, what are they doing?"

But Lily's movements and Donna's call had drawn Lucius's attention to them, and he commented: "And you, daughters of… London."

He said the word as though it was foreign – which it was – but his tone was confident as only a man who knew exactly what he was saying could be. The Doctor's eyes narrowed as he drew Lily just slightly behind him while Donna demanded as she stared at Lucius: "How does he know that?"

"This is the gift of Pompeii." Lucius replied sharply. "Every single oracle tells the truth."

"That's impossible." Donna protested, but Lucius had turned back to the Doctor as he said darkly: "Doctor… Lily… she is returning."

Both the Doctor and Lily frowned, the Doctor asking: "Who is?"

"Who's 'she'?" Lily wondered, but Lucius was addressing Donna as he continued ominously: "And you, Noble. There is something on your back."

Donna flinched, touching her shoulder anxiously as Lily and the Doctor glanced over, the former in similar alarm while the Doctor's face was still impassive.

"What's that mean?" Donna demanded, but Evelina joined in as she said in the same dark tone as Lucius: "Even the word 'Doctor' is false."

The Doctor turned to Evelina as Lily's face paled. The girl was staggering towards them, staring at the Doctor with her strangely unfocused eyes as she continued: "Your real name is hidden. It burns in the stars, in the Cascade of Medusa herself. You are a Lord, sir."

Lily's eyes widened while the Doctor's eyes narrowed.

"A Lord… of Time." Evelina whispered, before she collapsed.

"Evelina!" Metella called worriedly as both Lily and the Doctor darted forward to check on the girl as she fell to the floor. Leaving an ominous silence behind her.

* * *

The Doctor carried Evelina into her room, laying her gently on her recliner as Lily and Donna fetched a bowl of cold water and a cloth. Metella had moved to help, but the two women insisted she stay beside her daughter as they brought everything that was needed. Quintus had disappeared while an anxious Caecilius saw Lucius out, before the man returned to watch over his wife and daughter.

As Metella dipped the cloth into the water and began to press it to her daughter's face while the rest watched from the doorway, the Doctor moved to Lily's side, murmuring: "I need to check out these 'vapours' Evelina's apparently been consuming. Stay here and I'll be right back."

Lily nodded, her eyes staying on the sleeping girl worriedly, and the Doctor kissed her cheek before he headed over to Caecilius. The two men exchanged brief words before Caecilius led the way out of the room, and Lily slowly approached Metella.

Sensing the younger woman's presence beside her, Metella sighed as she murmured: "She didn't mean to be rude. She's ever such a good girl. But when the gods speak through her…"

She trailed off as she quietly began to remove the cloth wrapped around Evelina's wrist, and Lily frowned as the movement revealed the darkened skin beneath the cloth.

"What's this?" Lily asked softly as she approached tentatively closer.

Donna also came over, peering down as Metella answered simply: "An irritation of the skin. She never complains, bless her. We bathe it in olive oil every night."

"What is it?" Donna asked in horror while Lily's eyes widened as she stared at the girl's arm. This was no irritation, and it looked almost like… Lily lifted a hand to gently touch the skin as Donna moved to do the same while Metella turned to look at them.

"Evelina said you'd come from far away." Metella whispered, her gaze pleading as she stared at the two women. "Please, have you ever seen anything like it?"

Lily didn't answer, too horrified, while Donna muttered in disbelief: "It's stone."

* * *

Lily hurried out of the room, leaving Donna to look after Evelina as she searched for the Doctor. She spotted him as he appeared around the corner, looking deep in thought and heading for the inner chambers of the house, and Lily quickly moved to intercept him. The Doctor glanced up as he heard her, his brows still knitted but his eyes softening as he drew her into his arms.

"Doctor, Evelina's arm. It's turning into stone." Lily murmured quietly, and he nodded thoughtfully.

"I was afraid of that." He sighed, and she looked up at him curiously.

Sensing her question, he explained quickly and quietly: "The vapours- it's coming from beneath Vesuvius itself, but it's not just smoke. It's stone dust from the volcano. All the soothsayers are breathing it in, and it's making them incredibly accurate in their predictions."

Lily frowned as she questioned: "Why though?"

"That's what we're here to find out." The Doctor replied as he turned them, moving to take Lily's hand as he led her off towards one of the inner rooms, when another question popped up in Lily's mind.

"But, Doctor." Lily murmured quietly. "If they actually have the power to see the future… does that mean they've seen the volcano?"

"I don't know." The Doctor admitted with a deep frown. "Because if they have… why haven't they said anything?"

She frowned thoughtfully at that, as the Doctor finally spotted who he was looking for. Lily glanced at him and then the room's other occupant with a slightly raised brows as the Doctor led them towards Quintus.

"Quintus, me old son." The Doctor called and the boy barely looked up from his wine. "This Lucius Petrus Dextrus. Where does he live?"

"It's nothing to do with me." Quintus answered dismissively as he lounged on his recliner, and Lily had to suppress the urge to roll her eyes.

"Let me try again." The Doctor said firmly as he let go of Lily's hand to walk over to the sullen teenager. "This Lucius Petrus Dextrus." He leaned forward and pulled a gold coin from behind Quintus's ear. "Where does he live?"

Lily did roll her eyes this time as Quintus immediately sat up, eyes bright and looking interested for the first time since they'd first seen him.

* * *

The three headed carefully down the dimly lit streets, Quintus leading the way as he held a burning torch to help light their path. The Doctor held Lily's hand as they followed Quintus, both on high alert as they made sure they weren't being followed in the mostly still Italian night. Quintus led them down an alley, ducking into a darker portion of the street before finally stopping before a wall, with a window about eight feet off the ground.

"Don't tell my Dad." Quintus pleaded as he stopped, and Lily smiled while the Doctor let go of her hand, giving Quintus a look before taking a running leap at the window. He used the barrels lined up below the window to help him hop up onto the windowsill, before looking back down at the young teen.

"Only if you don't tell mine." The Doctor whispered co-conspiratorially, making Lily smile as she saw the dumbfounded look on Quintus's face. The Doctor carefully opened the wooden window shutters, climbing partially inside and peering around the room to check that the coast was clear.

He then turned back to look down at Lily and she took it as her cue. She hopped up onto the barrels, pulling herself up onto the windowsill with the Doctor's help. He pulled her through, and she grinned as he smiled down at her briefly, cradling her in his arms before he turned and leaned back out the window once more.

"Pass me that torch." The Doctor instructed, and Quintus handed over the flaming torch.

"Time to snoop?" Lily asked softly with a smile, and the Doctor nodded as he agreed: "Time to snoop."

He grinned at her, holding out his free arm, and Lily giggled quietly as she looped her arm through his and the pair carefully made their way inside, a small rattle behind them alerting them to Quintus's presence as he joined them through the window.

The Doctor ignored Quintus for the moment, instead peering about the villa to ensure they hadn't woken anyone before moving about the room they'd entered first, examining the many sculptures lining the room. Lily poked him as she nodded at a section of the wall, covered by a cloth, and the Doctor nodded, having seen it at the same time she had.

They inched over, examining it curiously before peeking inside. Lily's brows shot up while the Doctor's eyes widened. Bingo. He quickly held out his torch to Quintus as the boy followed the pair curiously, and Quintus took it in confusion as the Doctor pulled the curtains open to reveal an entire wall filled with marble tiles, each with a different design but all still remarkably similar to the one they'd seen in Caecilius's home.

"The liar." Quintus whispered angrily as he saw the tiles.

The Doctor whipped on his glasses as Lily moved away from him to peer at a different tile, while Quintus said in agitation: "He told my father it was the only one."

"Well, plenty of marble merchants in this town." The Doctor pointed out as he examined one of the top tiles closely. "Tell them all the same thing, get all the components from different places, so no one can see what you're building."

"Which is what?" Quintus asked, but before either he or Lily could reply, a voice called from the doorway behind them: "The future, Doctor."

They all whipped around to see Lucius as he strode through the doorway, flanked by some of his guards as he continued firmly: "We are building the future, as dictated by the gods."

Quintus was watching from the corner with wide, frightened eyes. Lily swallowed but kept calm as the Doctor raised a brow, asking: "Really? And why would the 'gods' want this?"

He turned back to the wall, starting to move the tiles as he rearranged the circuit borad, muttering: "Put this one there. This one there. Er, keep that one upside down, and," he stepped back from his finished work, "what you got?"

"Enlighten me." Lucius said flatly, clearly no amused.

Lily scoffed while the Doctor asked in a falsely pouty voice: "What, the soothsayer doesn't know?"

"The seed may float on the breeze in any direction." Lucius replied, making Lily roll her eyes while the Doctor scrunched his nose as he commented: "Yeah, I knew you were going to say that. But," he glanced back at the circuits, "it's an energy converter."

Lily frowned thoughtfully while Lucius demanded: "An energy converter of what?"

"I don't know." The Doctor admitted as he turned to flash a smile at Lucius. "Isn't that brilliant? I love not knowing. Keeps me on my toes."

He suddenly dashed forward, leaning on a table near where Lucius stood as he commented: "It must be awful being a prophet, waking up every morning, 'is it raining? Yes, it is, I said so.' Takes all the fun out of life. But who designed this, Lucius, hmm?"

He glanced at the wall briefly before looking back at Lucius, his eyes dropping momentarily to Lucius's covered arm before he looked back at the man's face.

"Who gave you these instructions?" He asked quietly, and Lucius snapped: "I think you've babbled enough."

"Lucius, really," the Doctor murmured sincerely, "tell me. Honestly, I'm on your side. I can help."

"You insult the gods." Lucius replied sharply. "There can be only one sentence. At arms!" He ordered.

Lily's eyes went wide as the guards all drew their swords with the sharp sound of metal scraping against metal. She pulled Quintus back towards the circuit boards, away from the guards as they advanced. The Doctor also backed away quickly, placing himself just slightly before Lily as he whipped off his glasses, muttering: "Oh, morituri te salutant."

"Doctor." Lily chided while Lucius hissed: "Celtic prayers won't help you now."

"But it was them, sir. He made me do it, him and his wife." Quintus begged quickly. "Mr. Dextrus, please don't."

"We're not married." Lily told the boy, while the Doctor scolded: "Come on now, Quintus, dignity in death."

"You aren't?" Quintus asked Lily in surprise, and she rolled her eyes while the Doctor replied impatiently: "Yes, we've discussed this before, not really the time."

He turned to Lucius as he added seriously: "I respect your victory, Lucius. Shake on it?"

He held out a hand almost tauntingly, and Lily was watching closely as they saw Lucius's face darken.

"Come on." The Doctor taunted, wiggling his fingers almost playfully although his dark eyes were fixed on Lucius with sharp intelligence. "Dying man's wish?"

Lucius simply stared with narrowed eyes, and the Doctor's face twisted momentarily to show a flash of the anger inside before he darted forwards and grabbed Lucius's arm. Although she'd been expecting something, Lily flinched when there was a sharp crack and Lucius yelled in pain. "Argh!"

"Doctor!" Lily gasped, scandalized as he hopped back beside her… carrying Lucius's stone arm.

Quintus stared at the arm and he began in shock: "But he's-"

"Show me." The Doctor ordered, cutting over Quintus as he kept his eyes fixed on Lucius. The man glared at them, but obliged as he threw his cloak back to reveal the remaining part of his right arm. The whole arm completely blackened, smooth and almost shiny, except for where it had cracked at the end where the Doctor had broken it.

"The work of the gods." Lucius hissed, and Quintus cried in horror, staring at the man's arm: "He's stone."

"'Armless enough, though." The Doctor replied, making Lily sigh at his tactless joke, before she tensed as the Doctor finished: "Whoops!"

He tossed the stone arm back at Lucius, and Lily grabbed Quintus's torch.

"Lily!" The Doctor called as Lucius was distracted, moving to catch his broken stone arm. Lily threw the torch towards the guards, making them duck as they avoided being hit, before grabbing Quintus and pushing him quickly to the window.

She urged him to climb out, following him swiftly as the Doctor stopped behind her, pointing his sonic at the circuit board and making all the tiles fall off their shelves on the wall. Lucius yelled in anger, and the Doctor quickly jumped out the window after Lily as they heard Lucius yell inside: "The carvings."

"Run!" The Doctor ordered Quintus, seeing the boy almost cowering at the wall on the opposite side of the alley. Lily had grabbed the Doctor's hand as he dashed passed, and the pair sprinted down the streets with Quintus following quickly on their heels.

They ran down several streets, scurrying to put some distance between them and Lucius's house, and Lily was panting, completely out of breath, when the Doctor finally came to a stop and glanced back.

"No sign of them." The Doctor murmured, satisfied as he turned back to check Lily while Quintus caught up to them, also panting heavily from the running. "Nice little bit of allons-y."

She waved him off, straightening up as she caught her breath back and he grinned.

"I think we're all right." The Doctor proclaimed, and she had to chuckle at him as Quintus also straightened up, catching his breath.

"But his arm, Doctor." Quintus protested desperately. "Is that what's happening to Evelina?"

Lily bit her lip, unwilling to tell the boy the truth. She then blinked in surprise as the ground rumbled, trembling beneath their feet while dogs began barking in the distance, their cries alarmed.

The Doctor also paused, and he asked slowly: "What was that?"

The ground rumbled again, shaking slightly and Lily gulped.

"The mountain?" Quintus suggested, but Lily shook her head as the ground rumbled again, in the exact same rhythm and pattern as before.

"No, it's closer." The Doctor murmured as he bent down slightly towards the ground. Things down the street, pottery lining shelves or carts, started to shake and fall over as the ground shook again, the rumbling coming steadily closer as the shaking started to get worse as well.

"Footsteps." Lily whispered as she realized what the rumbling sound was, and Quintus protested: "It can't be."

"Footsteps underground." The Doctor agreed with Lily, slowly straightening up with a horrified look on his face.

"What is it? What is it?" Quintus asked, frightened, but the Doctor didn't respond, instead turning around and reaching for Lily's hand. She took it as they all turned and started running again, sprinting back for Caecilius's house just as a grill on one of the hypocaust vents in the ground blew up beside them.

"Doctor!" Lily cried, and he yelled: "I know!"

He let go of her hand as they arrived at the villa, running ahead inside as he yelled: "Caecilius? All of you, get out."

Caecilius looked at him like he was daft, his wife wearing a similar expression as she stood beside him. Donna appeared in one of the doorways, Evelina behind her, and the redhead immediately caught the urgent note in the Doctor's voice.

"Doctor, what is it?" Donna demanded, and the Doctor explained tightly: "I think we're being followed."

The hypocaust grill in the villa blew off, and Lily corrected as she joined Donna's side: "We _are_ being followed."

"Just get out!" The Doctor yelled at the group as Caecilius and his family froze, staring at the open and smoking hypocaust. He began to push them, Lily hauling Evelina and Donna while they gaped at the smoke.

But it was too late as the hypocaust and the floor around it cracked, before a large stone figure covered in fire appeared out of the ground. It straightened slowly as Lily's eyes widened, watching as it towered over them and stared down at them with its deep, fiery eyes.

"The gods are with us." Evelina whispered and Lily gasped: "Not exactly."

"Water." The Doctor ordered. "We need water. Quintus. All of you, get water. Lily! Donna!"

They scattered to do as he said, his companions moving far quicker than Caecilius's family, who were still somewhat staring at the stone figure. Caecilius's servant was simply blatantly staring and he blessed himself as he breathed: "Blessed are we to see the gods."

Lily ran back with a bucket for water, only to scream as the figure breathed on the servant, turning him to ash instantly. Caecilius and Metella also yelled in fear, backing away and cowering against the wall as the Doctor leapt forward, commanding the stone figure: "Talk to me. That's all I want. Talk to me. Just tell me you are. Don't hurt these people."

Lily edged into the room, trying to reach the fishpond for water as the Doctor continued, distracting the stone being: "Talk to me. I'm the Doctor. Just tell me who you are."

Quintus saw Lily, and he held out his hands as he positioned himself by the pond. She tossed the bucket to him and he quickly scooped up some water, throwing it on the stone creature. The stone being screeched, the fires going out with a hiss, and the room's occupants quickly backed away as the stone creature lifted a hand to its face, as though watching as the stone solidified before it cracked and the whole being crumbled to pieces on the floor.

Lily let out a sigh of relief as Caecilius whispered in shock: "What was it?"

"Carapace of stone, held together by internal magma." The Doctor replied thoughtfully as he headed over to Lily, pulling her into his arms for a brief hug as he saw she was unharmed. "Not too difficult to stop, but I reckon that's just the foot soldier."

Lily wrinkled her nose at him, poking him as Metella said shakily but angrily: "Doctor, or whatever your name is, you bring bad luck on this house."

"I thought your son was brilliant." The Doctor countered with a scoff while Lily glanced around. "Aren't you going to thank him?"

Metella folded her lips angrily but she turned to her son, taking his face in her hands as she and Caecilius took a moment to fuss over him. Lily, meanwhile, had scanned the room and her eyes widened while her mouth dropped open slightly in horror.

The Doctor didn't notice, his eyes turning to the still smoking remains of the creature as he muttered to Lily: "Still, if there are aliens at work in Pompeii, it's a good thing we stayed."

"Doctor," she interrupted him as she turned her wide eyes on him, "where's Donna?"

The Doctor blinked before turning and looking around; seeing no sign of the redhead, he called worriedly: "Donna? Donna?"

"Donna!" Lily cried, fear gripping her as her heart sank.


	89. 31-3 Volcano Day

The Doctor led the way into the Sibylline temple, Lily following quietly as they snuck deeper inside. She could hear Donna yelling, and as they got closer they heard the furious redhead shouting indignantly: "Listen, sister, you might have eyes on the back of your hands, but you'll have eyes in the back of your head by the time I've finished with you. Let me go!"

Lily almost smiled- oh, Donna. Nothing stopped her, not even being in the middle of a sacrifice to a false god. The pair walked into the temple just as a woman, dressed in a blood-red outfit complete with cloak and whom Lily assumed was the leader of the soothsayers, raised a blade high into the air and cried: "This prattling voice will cease forever."

The priestess turned the blade to be pointing down towards Donna, tied down to the sacrificial table, and she was about to plunge it down on the redhead when the Doctor called, leaning casually against a pillar: "Oh, that'll be the day."

The soothsayers all gasped, spinning around to look with wide eyes at the Doctor and Lily as she stood just slightly behind the Doctor while he leaned his head on his hand, his elbow holding him up against the pillar. Donna also looked over, and her face broke out in relief when she spotted her two friends.

Lily grinned back at the companion, although she quickly looked over the other occupants of the temple room. There were about eight soothsayers crowded around Donna's table, all dressed in the same red cloaks, and all with their faces painted pale white with dark red lips and strange black markings on their faces, contrasting sharply with the white base to create a very strange almost ghastly look. And on the back of all of their hands were the same markings of an eye, demarking them as priestesses of the Sibyl.

"No man is allowed to enter the Temple of Sibyl." The lead soothsayer said sharply, looking aghast to see the Doctor, although her eyes also slid over to briefly examine Lily.

"Well, that's all right." The Doctor said easily as he pushed off the pillar and began to walk casually closer to the soothsayers. "Just us girls. Do you know, I met the Sibyl once. Yeah, hell of a woman. Blimey, she could dance the Tarantella. Nice teeth. Truth be told, I think she had a bit of a thing for me."

"Oi, watch it in front of Lily, Spaceman." Donna warned, making Lily grin while the Doctor winked.

"I did say it would never last." The Doctor mused as he walked even closer to the soothsayers, who were looking down as though slightly ashamed of the situation. "She said, I know. Well, she would- probably saw Lily down the line."

He winked back at the brunette girl, making her smile, before turning to look down at Donna as he arrived by her head.

"You all right there?" He asked lightly, and Donna replied airily: "Oh, never better."

"I like the toga." The Doctor added as he eyed the purple dress Donna had changed into- probably while he and Lily had been at Lucius's villa.

The Doctor was rummaging in his pocket as he spoke, and he removed his sonic as Donna replied easily: "Thank you. And the ropes?"

"Mm, not as much. That colour doesn't suit you." Lily answered lightly as she walked over to join the Doctor. "Doctor?"

"Yes, I'd agree." He said easily as he pointed his sonic, cutting the ropes away and freeing Donna.

The soothsayers watched in shock, and as Lily helped Donna up and off the table, the lead priestess demanded: "What magic is this?"

"Let me tell you about the Sibyl," the Doctor answered instead as he twirled his sonic before pocketing it, "the founder of this religion. She would be ashamed of you."

He looked at each of the soothsayers in turn, as he scolded: "All her wisdom and insight turned sour. Is that how you spread the word, hey?"

The Doctor turned to look directly at the lead priestess as he spat: "On the blade of a knife?"

"Yes." The lead priestess answered sharply. "A knife that now welcomes you."

She lifted the blade towards the Doctor, making Lily tense but the Doctor was unmoved as he stared the soothsayer down. However, before the soothsayer could plunge the knife at the Doctor, she was interrupted as another, deeper and more commanding voice called: "Show me this man."

Lily and Donna blinked in surprise, but the reaction from the other women in the temple was instantaneous. The soothsayers all spun around immediately, their heads snapping up as they turned to face a veiled section of the temple and they all knelt and bowed before the veil in submission while the lead soothsayer paused with the knife raised above her head.

The Doctor was also looking vaguely surprised at the interruption and he glanced around curiously as the lead priestess lowered her knife and protested towards the veiled area: "High Priestess, the stranger would defile us."

"Let me see." The woman commanded, and this time Lily detected a slight movement from the shadows behind the veil as the High Priestess shifted just slightly. "This one is different. He carries starlight in his wake."

"Oh, very perceptive." The Doctor mused as he walked slowly closer, Lily guiding Donna to flank him as the two women peered curiously at the veil. "Where do these words of wisdom come from?"

"The gods whisper to me." The High Priestess replied in her elderly voice, still strong with leadership but somehow frail.

Lily frowned while the Doctor said seriously, his brows raised as he peered through the veil: "They've done far more than that."

He turned as he called loudly to the soothsayers: "Might I beg audience? Look upon the High Priestess?"

He nodded at the veil, and the trio watched as two soothsayers walked up and slowly drew the veil aside. Lily almost gasped, and only just managed to refrain herself though she unconsciously moved closer to the Doctor as she stared in horror. His eyebrows had shot up, less in surprise and more in grim understanding, while Donna gasped as they all stared at the stone woman sitting on the High Priestesses throne.

"Oh, my God." Donna murmured in horror. "What's happened to you?"

"The heavens have blessed me." The High Priestess replied, and Lily swallowed down bile as she realized the frailty of the woman's voice wasn't just due to age but was due to the fact that her entire being was made of living stone.

Donna heaved a little, clutching herself, and Lily hugged her sideways while the Doctor reached out a hand carefully towards the High Priestess.

"If I might?" He questioned, and the High Priestess obliged.

She lifted one of her hands and Lily's eyes filled with sorrow as she saw the jerky, almost painful-looking movements. The Doctor stepped forward, kneeling right before the High Priestess and gently taking the woman's hand between his own as he examined it carefully.

He looked back up at the High Priestess, his brows furrowing as he asked softly: "Does it hurt?"

"It is necessary." The High Priestess replied, and Lily frowned while the Doctor questioned seriously: "Who told you that?"

"The voices." The High Priestess replied loftily, and Lily pursed her lips while the Doctor's brows shot up.

"Is that what's going to happen to Evelina?" Donna demanded, before turning to look at all the other soothsayers. "Is this what's going to happen to all of you?"

The lead priestess walked slowly over, and Lily's lips curved down as the woman revealed her forearm to show it, too, was made of stone.

"The blessings are manifold." She answered, and Lily's hands curled into angry fists while Donna slowly reached out to touch the woman's arm.

"They're stone." Donna whispered, turning to her friends for an explanation.

Lily just shook her head while the Doctor answered flatly: "Exactly."

He let go of the High Priestess and turned to walk back to Lily as he stated: "The people of Pompeii are turning to stone before the volcano erupts."

He stopped before her and turned back to face the High Priestess as he demanded sharply: "But why?"

"This word," the High Priestess answered with her own question, "this image in your and your partner's minds. This 'volcano'. What is that?"

Lily and the Doctor frowned, and Lily slowly walked closer towards the High Priestess as the Doctor asked puzzled: "More to the point, why don't you know about it?"

The Doctor paused, before he held out his arm to stop Lily from getting closer. She glanced at him as he stared at the High Priestess, demanding sharply: "Who are you?"

"High Priestess of the Sibylline." The High Priestess answered loftily, but the Doctor shook his head, as he replied darkly: "No, no, no, no. I'm talking to the creature inside you."

Lily pursed her lips as the High Priestess reeled back slightly, while the Doctor continued scathingly: "The thing that's seeding itself into a human body, in the dust, in the lungs, taking over the flesh and turning it into… what?" He demanded.

"Your knowledge," the High Priestess gasped out in shock and resistance, "is impossible."

"Oh, but you can read my mind." The Doctor taunted. "You know it's not. And as proof, I bet you can read the same thing in Lily's mind too."

The High Priestess began to shake, and Lily stepped forward in alarm, but the Doctor drew her back towards him as he said sternly: "I demand you tell me who you are."

The High Priestess continued to tremble, and when she spoke her voice suddenly took on another voice beneath her own, a deeper, echoing voice that grew stronger the longer she spoke: "We are awakening."

"The voice of the gods." The lead priestess cried, and the trio glanced back to stare at the soothsayers as they all got up from their bow, still kneeling as they rocked back and forth, chanting: "Words of wisdom, words of power. Words of wisdom, words of power. Words of wisdom-"

The Doctor pulled Lily closer as he turned back to the High Priestess, who was also rocking gently, and he shouted furiously: "Name yourself. Planet of origin. Galactic coordinates. Species designation according to the universal ratification of the Shadow Proclamation."

The High Priestess snapped her head back to face the Doctor, and her voice was completely taken over by the deeper one as she replied triumphantly: "We are rising."

"Tell! Me! Your name!" The Doctor shouted, emphasizing each word distinctly as he took a step forwards towards the High Priestess.

Lily jerked him back, and he went willingly as the High Priestess removed the hood on her red cloak, and they eyed her warily as the creature within declared loudly: "Pyrovile."

"Pyrovile." The soothsayers began to chant as they continued to rock reverently before the High Priestess. "Pyrovile. Pyrovile."

"Doctor?" Lily whispered, and Donna added as she came over: "What's a Pyrovile?"

"Well, that's a Pyrovile, growing inside her." The Doctor replied, his brows furrowing thoughtfully as he nodded at the High Priestess. "She's a halfway stage."

Lily's grip on the Doctor's jacket tightened momentarily while Donna gaped: "What, and that turns into?"

"The soldier in the villa." Lily breathed, and the Doctor nodded as he explained: "That was an adult Pyrovile."

"And the breath of a Pyrovile will incinerate you, Doctor." The Pyrovile declared as it lifted the High Priestess's stone hand to point at the Doctor.

"I warn you," the Doctor cried sharply as he pulled out a yellow water pistol from his jacket's inner pocket, "I'm armed."

Donna gave him a thoroughly unimpressed look, before shooting Lily an incredulous one as the brunette didn't even blink an eye while she asked: "Grill?"

"Grill." The Doctor agreed, and Lily tugged on Donna as she said: "Come on, Donna."

"What?" Donna asked blankly, and the Doctor explained: "Get that grill open."

He jerked his head to a hypocaust grill that both he and Lily had noticed earlier upon arriving inside the temple, a grill Lily was already kneeling beside. Donna looked between them as though they were daft and she demanded: "What for?"

"Just!" The Doctor ordered in exasperation as he jerked his head at the grill again, and Donna narrowed her eyes but hurried over as Lily soniced the grill to remove the bolts. Donna started. _When did she get that?_

She shook her head, realizing the younger woman must've slipped it out from the Doctor's pocket while the pair were whispering, and simply hurried over to help Lily haul the grill open while the Doctor pointed his water pistol at the Pyrovile and demanded: "What are the Pyrovile doing here?"

"We fell from the heavens." The Pyrovile replied darkly. "We fell so far and so fast, we were rendered into dust."

"Right, creatures of stone shattered on impact." The Doctor murmured in understanding, before he narrowed his eyes and demanded: "When was that, seventeen years ago?"

"We have slept beneath for thousands of years." The Pyrovile replied in its husky tone, almost musing in thought.

Lily and Donna finally pulled all the bolts out, and started heaving on the grill, glancing over at the Doctor as he muttered, his eyes still narrowed: "Okay, so seventeen years ago woke you up, and now you're using human bodies to reconstitute yourselves. But why the psychic powers?"

He gestured at the other soothsayers with his gun to make his point, before turning his water pistol back at the stone High Priestess as the Pyrovile replied haughtily: "We opened their minds and found such gifts."

"Okay, that's fine." The Doctor rambled impatiently. "So you force yourself inside a human brain, use the latent psychic talent to bond. I get that, I get that, yeah. But seeing the future? That is way beyond psychic."

His eyes remained trained on the Pyrovile as he demanded: "You can see through time. Where does the gift of prophecy come from?"

The Pyrovile simply hissed, refusing to answer. Lily and Donna hauled the grill open, and the redhead called to the Doctor: "Got it."

The Doctor glanced over as he ordered: "Now get down."

Lily hopped over the grill ledge and jumped in without question, while the Doctor quickly moved himself to be between the Pyrovile and Donna, who blanched as she asked aghast: "What, down there?"

"Yes, down there!" The Doctor replied in exasperation as he looked over at Donna impatiently, and Lily called up: "Donna!"

"All right, fine!" Donna snapped, rolling her eyes as she hopped up onto the ledge as well.

The Doctor turned back to the Pyrovile, his brows knitting as he demanded furiously: "Why can't this lot predict a volcano? Why is it being hidden?"

"Sisters!" The lead priestess suddenly cried. "I see into his mind. The weapon is harmless."

Donna paused on the ledge, looking over at the Doctor in alarm.

"Donna!" Lily called impatiently, and the redhead glanced down before back at the Doctor as he shrugged, looking at his water pistol as he commented: "Yeah, but it's got to sting."

He fired at his pistol at the High Priestess, the water making the Pyrovile flinch and stumble back as it roared in pain.

"Get down there!" The Doctor shouted at Donna, and the redhead quickly jumped down where Lily quickly helped her back up onto her feet. The Doctor hopped in quickly after, landing in the hot hypocaust with the other two while everyone else was distracted.

"You fought her off with a water pistol." Donna gasped in amazement as Lily let the redhead go and held out a hand to the Doctor. "I bloody love you."

"Sorry, he's mine." Lily teased as the Doctor took her hand and she helped him up. He grinned at her, before becoming grim once more as he turned, peering down the tunnels that made up the hypocaust network.

"This way." The Doctor called, not releasing Lily's hand as he began to lead them.

"Where are we going now?" Donna questioned as she followed, and Lily replied lightly: "Into the volcano."

"No way." Donna gaped, her jaw dropping, and the Doctor and Lily paused to look back as the redhead stared at them in amazement.

"Yes, way." The Doctor replied with another grin, before turning and heading down the tunnel once more. "Appian way."

Lily laughed, while Donna let out a surprised chuckle as the trio all headed down the tunnels and closer to the burning heat. They had walked quite a few ways in when Donna suddenly piped up curiously: "But if it's aliens setting off the volcano, doesn't that make it all right? For you to stop it?"

Lily bit her lip, tugging on it with her teeth unhappily while the Doctor answered flatly: "Still part of history."

"But I'm history to you." Donna protested. "And so's Lily. You saved me in 2008. You saved us all. Why is that different?"

Lily glanced back, but she turned forward once more as the Doctor continued walking and tugged on her hand for her to keep up while he answered Donna monotonously: "Some things are fixed, some things are in flux. Pompeii is fixed."

"How do you know which is which?" Donna demanded, and Lily tugged on the Doctor's hand.

"Tell her." Lily said softly, and the Doctor glanced at her. "Tell her what you told me. She deserves to know."

The Doctor exhaled sharply but finally stopped, turning to face Donna. The redhead stopped as well, waiting expectantly, while Lily rubbed soothing circles on the Doctor's hand as he explained to Donna flatly: "Because that's how I see the universe."

Donna blinked in surprise, and the Doctor continued: "Every waking second, I can see what is, what was, what could be, what must not. That's the burden of a Time Lord, Donna."

Donna's eyes filled with horror and tears and desperate anger, but the Doctor kept his eyes locked with hers as he finished bitterly: "And I'm the only one left."

He turned away at last, drawing Lily closer to his side as he walked away. The brunette followed silently, knowing the war that was raging inside the Doctor's hearts and sympathizing for the Time Lord's pain.

She paused when Donna demanded from behind: "How many people died?"

Lily tried to look back, but the Doctor hadn't stopped and he dragged her with him as he snapped without looking back: "Stop it."

"Doctor!" Donna demanded. "How many people died?"

"Doctor." Lily murmured, tugging on him to make him stop. He closed his eyes, before snapping them open and whirling on Donna.

"Twenty thousand." He answered sharply as he looked between his two companions.

Lily's eyes filled with tears and she sighed: "Oh, Doctor."

He turned his head away, and Donna asked bitterly: "Is that what you can see, Doctor? All twenty thousand? And you think that's all right, do you?"

The Doctor turned to glare at Donna darkly, but they were interrupted as a deep roar echoed through the tunnels from behind them. Lily's eyes widened, and the Doctor muttered urgently: "They know we're here. Come on."

He ushered Donna to keep moving, pushing Lily to head on ahead, pointing out which paths to take and checking on Donna's progress as they went. The brunette girl kept his hand clutched in hers, keeping them locked together as the trio hurried down, and she squeezed his hand. He squeezed back briefly, but kept them focused on continuing deeper inside as the volcano rumbled and the roar sounded once more.

They finally made it out into a large cavern filled with Pyroviles, and the Doctor snuck ahead of Lily as he urged the two women to keep themselves crouched low. The trio snuck deeper inside, sticking to the outskirts as they peered down the cavern. Lily glanced back as they heard the roars getting closer, followed by heavy thuds that sounded like footsteps, although judging from the sounds it must be an incredibly large foot.

The Doctor led the way down, before ducking and dragging Lily down with him to hide behind a boulder. Donna did the same, crouching into a ball beside the pair as they peered around to see a giant stone castle and several enormous Pryoviles stomping about.

"It's the heart of Vesuvius." The Doctor murmured as they watched the Pyroviles wandering about the stones and around small lava rivers. 'We're right inside the mountain."

"There's tons of them." Donna whispered in shock, while Lily asked, puzzled: "What's that?"

She pointed at a strange box-like construction, and the Doctor glanced over before frowning in confusion as well. He pulled out a monocular, peering through to examine the thing while Donna glanced around before commenting dryly: "Well, you better hurry up and think of something. Rocky fall's on its way."

The Doctor ignored her as he commented in realization while staring at the box: "That's how they arrived. Or what's left of it. Escape pod? Prison ship? Gene bank?"

"All of the above?" Lily added as the Doctor lowered his monocle and tucked it back into his suit jacket.

"But why do they need a volcano?" Donna asked, puzzled.

"Maybe it erupts, and they launch themselves out?" Lily suggested, although she was looking skeptically around the volcano. It seemed a little too tame, considering it was supposed to erupt… today, Lily realized in horror. They'd been wandering around for ages, easily a couple hours. It would be morning outside by now.

"What like back into space or something?" Donna asked, breaking Lily from her thoughts, but the Doctor shook his head.

"Oh, it's worse than that." He breathed and Donna frowned as she demanded: "How could it be worse?"

There was another loud growl from behind, and the trio glanced back towards the tunnels that they'd come out of. Donna turned to the Doctor and she said worriedly: "Doctor, it's getting closer."

"I think it's almost here." Lily whispered, and then they all jumped as Lucius shouted from a ridge in the corner of the cavern: "Heathens defile us."

The trio whipped their heads around to see the man standing tall behind a few open flames amongst the rocks as he shouted down at the cavern: "They would desecrate your temple, my lord gods."

"Come on." The Doctor ordered swiftly, grabbing Lily's hand as he headed quickly down and towards the cavern bottom.

"We can't go in." Donna protested as Lily held out a hand to help the redhead down from the boulders and into the cavern and the Doctor pointed out: "Well, we can't go back."

Donna whined a little but took Lily's hand, quickly following as the Doctor led them quickly across the cavern while Lucius shouted: "Crush them. Burn them."

"Doctor!" Lily gasped in warning and he screeched to a halt as a Pyrovile rose up from the rocky ground before them. It roared in anger, but the Doctor pulled out his water pistol and shot it, making it rear back and hiss in pain.

They quickly took the opportunity to run through the cavern, the Doctor leading them towards the corner where the Pyrovile ship sat.

"There is nowhere to run, Doctor," Lucius shouted triumphantly, "and daughters of London."

Lily tugged Donna backwards, pressing up against the ship while the Doctor stood before them, his water pistol raised warningly as he called back: "Now then, Lucius. My lords Pyrovillian, don't get yourselves in a lather. In a lava?"

He glanced at Lily, who raised a brow.

"No?" He looked to Donna who was rolling her eyes, and he muttered petulantly: "No."

He turned back to the cavern as he called: "But if I might beg the wisdom of the gods before we perish. Once this new race of creatures is complete, then what?"

The largest Pyrovile finally entered the cavern, coming up next to Lucius, who shouted back smugly: "My masters will follow the example of Rome itself. An almighty empire, bestriding the whole of civilisation."

"But if you've crashed," Donna protested as she took a step forward, "and you've got all this technology, why don't you just go home?"

"The Heaven of Pyrovillia is gone." Lucius answered darkly, and the Doctor frowned as he demanded: "What do you mean, gone? Where's it gone?"

"It was taken." Lucius replied sharply. "Pyrovillia is lost. But there is heat enough in this world for a new species to rise."

"But the Earth's seventy percent water." Lily pointed out, and Lucius snapped back: "Water can boil, little girl."

Lily made a face while the Doctor frowned but Lucius had turned to the Time Lord as he finished triumphantly: "And everything will burn, Doctor."

"Then," the Doctor said slowly as he glanced back at Lily, "the whole planet is at stake. Thank you." He tucked away his gun.

"That's all I needed to know." The Doctor spun around as he called: "Lily."

The girl hopped into the escape pod, calling: "Donna."

The redhead blinked, before the Doctor shoved her in after Lily before he followed them inside. Lily glanced around at the circuit boards lining the pod wall, while the Doctor quickly closed the door with his screwdriver, ignoring Lucius as he shouted: "You have them, my lords."

"Doctor…" Lily pointed to the circuits and he quickly came over to look while Donna looked around the small pod and sighed: "Could we be any more trapped?"

The temperature inside suddenly increased dramatically, and Lily guessed one of the Pyroviles had started breathing fire on the pod. Donna felt the temperature rise as well, and she commented dryly: "Little bit hot."

"See?" The Doctor said suddenly, ignoring Donna's comments. "The energy converter takes the lava, uses the power to create a fusion matrix, which welds Pyrovile to human. Now it's complete, they can convert millions."

Lily's jaw dropped while Donna's eyes widened, and the later demanded: "But can't you change it with these controls?"

"Oh, my God." Lily breathed, having understood the bigger problem, and the Doctor nodded as he replied to Donna: "Yes, I can, but don't you see, Donna? That's why the soothsayers can't see the volcano."

Donna stared at him, and Lily explained: "There is no volcano."

"Vesuvius is never going to erupt." The Doctor agreed and Donna could only stare at the pair in shock as the Doctor explained: "The Pyrovile are stealing all its power. They're going to use it to take over the world."

"But, you can change it back?" Donna demanded anxiously and Lily swallowed while the Doctor answered hurriedly: "Well, I can invert the system, set off the volcano, and blow them up, yes. But…"

He trailed off, and Donna glanced to Lily for an explanations as the Doctor became morose. The girl caught the look and she explained quietly: "That's the choice, Donna."

"It's Pompeii or the world." The Doctor finished sorrowfully as he turned to look at the two women. Lily's gaze held no judgment as she took his hand and squeezed it while Donna's eyes filled with tears.

"Oh, my God." She whispered, and the Doctor explained, his throat tightening as he looked between the two women beseechingly: "If Pompeii is destroyed then it's not just history, it's me. I make it happen."

"It was why it was fixed." Lily whispered, and he nodded. His hand tightened around hers, seeking comfort, and she gave it as she squeezed it back before wrapping her arms around him. He hugged her back briefly before moving away to start working on the circuit controls while Lily watched sadly.

"Doctor, Lily, the Pyrovile are made of rocks. Maybe they can't be blown up." Donna tried desperately, but Lily shook her head while the Doctor bit out: "Vesuvius explodes with the force of twenty four nuclear bombs. Nothing can survive it."

He pressed a lever before turning to look at his two companions.

"Certainly not us." He whispered, and Lily shook her head gently while Donna gazed at him sadly before murmuring determinedly: "Never mind us."

She took Lily's hand, squeezing for comfort and determination, and Lily nodded as the Doctor looked between them. He sighed before leaning down and placing both hands on a lever right in the middle of the console.

"Push this lever and it's over." He muttered shakily. "Twenty thousand people."

Lily let go of Donna to stand beside the Doctor and she placed her hands on his. He glanced over and she gave him a sad smile before looking passed him at Donna as the redhead placed her hands over theirs. The Doctor glanced at the woman, who simply gazed back determinedly, and then back at Lily who nodded. The Doctor leaned over to kiss Lily softly, and then the trio pushed down together.

The effect was instantaneous. The volcano rumbled and the pod rattled as the entire mountain erupted. The Doctor grabbed Lily, holding her close as Donna grabbed the sides of the pod to try and stay standing. Lily yelped as the pod tumbled and rocked, while Donna screamed and the Doctor grunted, the three flying about and banging into the sides of the pod as it went flying out of the volcano.

They finally landed with a crash, and Lily wriggled quickly off so the Doctor could sonic the doors open. The trio tumbled out to find themselves on the bottom of the mountain, and the Doctor muttered in realization: "It was an escape pod."

"Doctor!" Lily cried as she pointed behind them where the volcano was erupting and sending an avalanche of ash down towards them. He grabbed her hand as Lily grabbed Donna's hand and the trio ran for it, running down the mountain as the smoke clouded the sun, heading for the city where people were panicking and screaming.

Lily stared around in horror as they ran through the streets, watching as people ran screaming for their lives towards the beach, and knowing they would be trapped without escape. Donna ripped her hand free from Lily's as she stopped and tried to yell at the people urgently and desperately: "No! Don't go to the beach. Don't go to the beach, go to the hills. Listen to me. Don't go to the beach, it's not safe. Listen to me!"

But no-one did. As ash rained like snow from the skies and people panicked, no-one stopped to listen to what they perceived was a mad woman as they all ran screaming while babies wailed loudly. Lily had stopped as well, dragging the Doctor to a halt as she heard a boy crying nearby and she let go of the Doctor's hand to quickly dash over to the boy, kneeling beside him and helping him up.

"Are you all right?" Lily asked quickly, and the boy nodded while Donna hurried over as well to say hurriedly: "Come here."

She reached out for the boy, when his mother came over and snatched him away, crying: "Give him to me."

She picked him up, not even giving the other two women a second glance as she turned and ran away for where she thought was safety. Lily's eyes filled with tears, as did Donna's, but there was nothing they could do as the Doctor came over with a grim expression.

"Come on." He muttered as he took Lily's hand once more and placed a hand on Donna's shoulder. They both looked up at him with barely repressed sobs, but he simply guided them quickly back to the Tardis.

"Doctor, please." Lily pleaded brokenly, but his jaw had locked and he didn't answer as they ran through the broken streets and finally into Caecilius's villa. Lily stopped as she saw the family huddled in the corner of the villa, trying to stay safe from the falling rubble as the villa started to break apart from the earthquakes. Donna stopped as well, staring at Caecilius as he held his family protectively in his arms and the family looked over at the trio as they ran in.

"Gods save us, Doctor, Lily!" Caecilius cried, and the Doctor stared at the man with a grim expression. Lily made to go towards them, reaching towards Evelina who was sobbing uncontrollably, but the Doctor pulled her with him as he ran for the Tardis.

"No!" Donna screamed after them, at the same time that Lily struggled against him desperately.

"Doctor, please!" Lily screamed, trying her hardest to get him to let go so that she could go back for the family.

He simply pulled her to him, picked her up and flung her over his shoulder. Lily shrieked, kicking him and hitting his back desperately as she tried to get down but he just dashed into the Tardis, while Donna screamed from behind them: "Doctor, you can't!"

The Doctor ignored her, running up to the console and he began pulling levers as he set Lily down. She immediately tried to run for the doors but he kept a firm grip on her wrist, keeping her by the console as he pressed buttons.

"Doctor, please, please, we can't just leave them!" Lily begged as she tugged on his hold, trying to get him to let go even as her wrist began to hurt from the pressure.

"No." He said flatly, and Lily sobbed as the Tardis began to wheeze: "Save them! This is different, we have a chance just to save them, Doctor, please!"

His face remained impassive, set in a cold expression as Donna ran into the Tardis after them. The redheaded woman spat, her voice cracking with emotion: "You can't just leave them!"

The Doctor snapped at her, his voice as cold as his face: "Don't you think I've done enough? History's back in place and everyone dies."

Lily's tears began to fall as Donna ordered desperately: "You've got to go back. Doctor, I am telling you, take this thing back."

The Doctor simply pulled the last lever, even as Lily tried to stop him. The Tardis jerked as it dematerialized completely, and they all stumbled a little. The Doctor finally let Lily go, going around the console as Lily and Donna stood numbly.

"It's not fair." Donna finally whispered.

"No, it's not." The Doctor muttered. Lily shuddered as she tried to staunch her tears while the Doctor avoided looking at either of the women, keeping his eyes fixed on the console.

"But your own planet." Donna pleaded. "It burned."

The Doctor finally looked at her, determinedly keeping his eyes away from Lily as he said to her harshly, his frustration and despair finally cracking through his cold facade: "That's just it. Don't you see, Donna? Can't you understand? If I could go back and save them, then I would. But I can't."

Donna began to cry silently as well, while the Doctor snarled, fighting his own tears now: "I can never go back. I can't. I just can't, I can't."

He lowered his eyes once more, turning away from them. But Lily stopped him as she grabbed his arm. He kept his face turned away, unable to bear looking at her face, but she clung to his arm as she whispered brokenly: "Please, Doctor. Just… just _someone_."

He just stood there, his face scrunching in pain, pain from being unable to help those people and from the heartbreak in Lily's voice.

"Please." Donna whispered, her voice thick with tears, and Lily clutched the Doctor's arm, trying to get him to look at her as she pleaded, her voice cracking: "Not the whole town. But just… save _them_. Please, Doctor, please."

He finally looked at her, his brown eyes boring into hers. Lily stared up at him with tears still trickling down her cheeks, and the Doctor's brows furrowed as he searched her hazel eyes.

At last, he took a deep breath, having made his decision.

* * *

The Doctor stepped out of the Tardis alone, standing before Caecilius and his family as they stared at him in shock and terror.

"Come with me." He said as he held out a hand, and Caecilius stared in awe as he reached out to take the Doctor's offered hand. The Doctor pulled him and his family inside, and Lily and Donna hurried over to soothe them as the Doctor took them off once more.

He landed them on the hillsides by the town, letting them all out, and the four survivors of Pompeii stared out at the city as it burned. Lily hugged Metella as the woman cried brokenly while Donna comforted Evelina and Quintus. Caecilius could only stare out numbly, and the Doctor watched the man as he said lowly: "It's never forgotten, Caecilius. Oh, time will pass, men'll move on, and stories will fade. But one day, Pompeii will be found again."

Lily turned to look at him as did Caecilius, and the Doctor finished softly: "In thousands of years. And everyone will remember you."

Caecilius turned back to stare at the exploding mountain, while Donna whispered: "What about you, Evelina? Can you see anything?"

The girl shook her head, and she whispered as the tears slid down her face: "The visions have gone."

The Doctor walked over to wrap an arm around Lily heavily, and he murmured: "The explosion was so powerful it cracked open a rift in time, just for a second."

Evelina turned to stare at him, her expression sorrowful but her grey eyes clear with understanding as the Doctor explained: "That's what gave you the gift of prophecy. It echoed back into the Pyrovillian alternative. But not any more. You're free."

He gave her a tentative smile, and a ghost of an answering smile flickered over the girl's face before she turned back to look out at the town. Lily smiled up at the Doctor, before the pair looked over as Metella whispered: "But tell me. Who are you, Doctor? With your words, and your temple containing such size within?"

Lily's smile turned gentle while the Doctor replied: "Oh, I was never here. Don't tell anyone."

Metella blinked at him before turning to stare back out at her home as it burned, and Lily let her go gently. She and the Doctor backed away quietly, Donna following them when she spotted their movements. Caecilius murmured, his family unaware of the trio's retreat: "The great god Vulcan must be enraged. It's so volcanic. It's like some sort of… volcano. All those people."

The family broke out into sobs and tears once more, hugging each other for comfort, while the trio slipped into the Tardis, leaving them to be in grief and recover on their own strength. Lily hugged the Doctor before he could take them off and she whispered: "Thank you."

He sighed, wrapping his arms around her and he murmured with a soft kiss to the top of her head: "No. Thank _you._ "

Donna smiled a little as she watched them, and the Doctor started the engine. As they took off, Donna commented: "I was right."

The Doctor and Lily looked over, the former with raised brows and the latter with confusion. Donna smiled.

"You did need someone." Donna said softly, and Lily's lips curved up in a smile while the Doctor's lips twitched but he kept his face serious.

"Welcome aboard." The Doctor told Donna sincerely, and Donna smiled back as she answered: "Yeah."

They disappeared like that, without a trace and unaware that in Rome, a family of four would set up a marble carving of them and the Tardis for grateful worship. Worship even Quintus would revere.


	90. 32-1 Planet of the Ood

Lily clung onto the Tardis console as she lost her footing for a moment, scrambling to keep herself upright as Donna went stumbling away, having lost her grip on the console. The Doctor was standing beside Lily, clinging to the console with one hand as he rocked back and forth on his feet to remain standing, grinning widely while Donna yelped as she tumbled back towards the console and finally managed to grab on.

Lily laughed at the redhead across the console as Donna continued yelping as the whole Tardis continued to shake and rock. The Doctor finally threw a lever down, landing the Tardis and stopping the rocking.

"You're getting much better at landing." Lily complimented cheekily as they landed with the softest bump, making the Doctor grin at her as he winked good-naturedly.

"That's better?" Donna asked incredulously as she straightened up, and Lily laughed as she nodded while the Doctor shrugged.

"Set the controls to random." The Doctor answered lightly, and Lily's eyes lit up as she asked: "Mystery tour?"

"Mystery tour." The Doctor agreed as he grabbed her and spun her around like a dancer so that the pair were standing before Donna, who's eyes had widened.

"Outside that door," the Doctor said mysteriously as he pointed to the Tardis doors, "could be any planet, anywhere, any when in the whole wide u- Are you all right?"

He added abruptly as he and Lily took in Donna's stressed but excited expression.

"Terrified." Donna breathed. "I mean, history's one thing but an alien planet?"

Her tone was becoming a little panicky, and Lily smiled while the Doctor replied in a serious tone: "I could always take you home."

Lily jabbed at his side with her elbow, which he neatly dodged with a grin, while Donna rolled her eyes and accused: "Yeah, don't laugh at me."

"I know what it's like." The Doctor answered as he turned to grin at Donna while wrapping an arm around Lily. "Everything you're feeling right now. The fear, the joy, the wonder? I get that."

He grinned widely at the redhead as Lily laughed, while Donna asked excitedly: "Seriously? After all this time?"

"Yeah." The Doctor scoffed with a smile. "Why do you think I keep going?"

"I thought it was Lily." Donna answered cheekily, making the Doctor laugh and concede while the brunette girl in question rolled her eyes.

"Come on, then you two." Lily called as she slipped away from the Doctor's side. "Or I'll leave you in here!"

"No, sir!" Donna answered excitedly as she walked with Lily to the doors. "This is barmy! I was born in Chiswick."

Lily smiled while the Doctor was grinning madly away as he grabbed his long tan jacket, tucking it over his blue suit as Donna continued enthusiastically: "I've only ever had package holidays. Now I'm here. This is so… I mean it's…"

Lily laughed while the Doctor beamed as he finished pulling his jacket collar straight, and Donna kept going as she smiled between Lily and the Doctor excitedly: "I don't know, it's all sort of… I don't even know what the word is!"

She turned and dashed for the door, grabbing Lily with her as she pulled the door open and stepped out. Lily blinked as she was hit by the cold air and both she and Donna froze on the spot.

"Oh, I've got the word." Donna muttered as the wind bit their skin. "Freezing."

The pair began shivering as the Doctor finally joined them outside.

"Snow!" The Doctor exclaimed in awe as he looked about the snowy terrain of the planet's surface. "Oh, real snow. Proper snow at last."

He turned to Lily as he asked with a wide grin: "That's more like it. Lovely. What do you think? Real snow!"

"Bit cold." Lily commented dryly as she wrapped her arms around herself to try and keep warm against her thin chiffon shirt.

Donna was trembling in her sleeveless blue dress, but the Doctor didn't seem to notice as he wrapped his arm around Lily, who cuddled into his side for his warmth, while he gestured out as he insisted: "Look at that view."

It was a fantasic view of rocky ravines and tall mountains, all covered in enormous icicles and dusted with white snow. Lily could even see a planet in the sky that resembled a white Saturn, but she could barely appreciate it when her nose and ears were losing all feeling.

"Yep." Donna answered flatly between her chattering teeth. "Beautiful, cold view."

"Millions of planets, millions of galaxies, and we're on this one." The Doctor commented approvingly as he looked around. "Molto bene. Bellissimo, says Donna, born in Chiswick."

He grinned at Donna before walking off forwards, dragging Lily with him as he continued while he dug a hand into his jacket pocket casually: "All you've got is a life of work and sleep, and telly and rent and tax and takeaway dinners," he pulled out a thick fur coat and handed it to Lily who blinked in surprise, "all birthdays and Christmases and two weeks holiday a year…"

He stopped walking to help Lily tug on the coat and he pulled the thick collar up to warm her ears, grinning at her as she smiled up at him lovingly.

"Thank you." She commented as she finally felt warm, and he winked at her.

"Never say I don't take care of my girlfriend." He said cheekily, and Lily raised a brow.

"Oh, I'm your girlfriend?" She teased and he mock-pouted: "What else would you be?"

"Oh, I thought I was just a snog-buddy." Lily joked, making the Doctor laugh.

"That is a perk, but definitely not the only thing you are." He replied before leaning down and giving her a light kiss.

"Although, like I said, it is a perk I enjoy." The Doctor added as he straightened up once more, satisfied while Lily blushed.

"Stop teasing in front of… Donna?" Lily finished a little in confusion as she realized it was abruptly very quiet behind them. Donna was not one for making puking noises whenever the Doctor 'acted boyfriend', as the redhead called it, with Lily in front of the companion.

The Doctor also realized that it was far too quiet, and they both turned around to see no-one by the closed Tardis door.

"Donna?" The Doctor called, confused, and Lily blinked before she laughed as the Tardis door opened and Donna came out, dressed in a thick fur coat with the hood covering her head. It looked more like the coat had swallowed Donna than Donna wearing it.

"Sorry, you were saying?" Donna asked as she strode over, and Lily shook her head, still laughing while the Doctor asked as he raised a brow: "Better?"

"Lovely, thanks." Donna replied airily as she came over, and Lily teased: "Comfy?"

"Yep." Donna chirped, before she smacked the Doctor's arm. Hard.

"Ow!" He complained, and she snapped in her typical Donna fiery fashion: "It's what you get for only taking care of your girlfriend! I know Lily's important, but don't just forget I'm here!"

Lily smiled apologetically while the Doctor rolled his eyes, rubbing his sore arm and he cocked his head as he examined Donna's thick hood.

"Can you hear anything inside that?" The Doctor questioned, and Donna cocked her head as she asked loudly: "Pardon?"

Lily burst out laughing again as Donna grinned teasingly, and the Doctor rolled his eyes again even as his lips twitched with humour.

"All right, I was saying-" the Doctor began, and Donna injected cheekily: "Before you became distracted by your girlfriend."

Lily wrinkled her nose playfully at Donna while the Doctor wagged his finger at the redhead, even as he wrapped his arm around Lily's waist and hugged her to his side.

"As I was saying," the Doctor repeated, "Lily Tyler and Donna Noble, citizens of the Earth…"

The Doctor paused, interrupted once more as they heard a strange whooshing sound above them. The trio looked up, and Lily's eyes widened in surprise as she saw an enormous rocket fly through the sky above, coming down somewhere near to where they were standing.

"Rocket." Donna said in awe as they stood with their heads tilted back to watch the rocket's progress. "Blimey, a real proper rocket. Now that's what I call a spaceship."

Lily raised a brow as she turned to face Donna, who'd hit the Doctor lightly on the chest as she compared blithely: "You've got a box, he's got a Ferrari."

She grinned at the Doctor, who was staring at the companion with a light frown. Lily suppressed a smile as Donna didn't seem to notice, beaming as she added: "Come on, lets go see where he's going."

She walked off, heading in the direction the rocket had landed. The Doctor pouted a little as he glanced back at the Tardis, before looking down as Lily snorted.

"Not you, too." He complained, and Lily laughed at last.

Shaking her head, she looped her arm through his, tugging him along behind Donna as she mock-soothed: "It's all right, I don't like Ferraris anyways."

"What?" The Doctor complained, and Lily laughed at him again.

Her smile softened, and she admitted: "Actually, I was just reminded of Martha and Jack."

The Doctor's expression softened as well, and he nodded as Lily mused quietly: "It feels like it's been so long and yet so short- I miss them." She admitted, and the Doctor nodded.

"So do I." He replied quietly, and Lily nodded as they lapsed into silence, following Donna across the snowy terrain. Neither had mentioned the other aspect of their last adventure involving a rocket- they didn't have to.

Lily accepted that the Master, no matter how terrible he had been, had been an important link to the Doctor, a link she couldn't understand. The Doctor knew Lily tried to understand as best as she could, and that was enough for him. All he needed now was for her to stay by his side, and Lily gave him that unequivocal support.

The Doctor suddenly stopped and glanced around with a frown, and he questioned: "Hold on, can you hear that?"

Lily glanced at him, puzzled, while Donna continued wandering, having not heard the Doctor.

"No…" Lily said slowly, and the Doctor frowned before he turned to Donna.

"Donna, take your hood down." The Doctor called sharply, and both she and Lily frowned in confusion as they cocked their heads, unable to hear anything.

"What?" Donna asked curiously, and the Doctor explained slowly as his eyes scanned the area: "That noise is like a song."

He turned his head to the side, and spotted something on the snow a few ways away.

"Over there." He called sharply as he broke off into a run, pulling Lily with him. The girl grabbed Donna's hand as she passed and brought the redhead along behind them as the Doctor led the way towards something lying on the ground, it's dark clothes and peach-coloured skin standing out amongst the white snow.

"What is it?" Donna asked as she came to a stop, panting, while Lily's eyes widened as she and the Doctor stared down at the alien.

"But, Doctor, that's…" Lily said slowly as she recognized the alien lying before them, and the Doctor nodded grimly: "An Ood. He's called an Ood."

Lily knelt down beside the alien, gently feeling about as she checked him while the Doctor knelt beside her, pulling out a stethoscope as he checked for a heartbeat while the poor Ood blinked painfully at them. Donna hovered beside them, her face scrunching a little as she stared at the Ood in a mixture of curiousity and revulsion, and she murmured: "But it's face."

"Donna, don't. Not now." The Doctor scolded. "It's a he, not an it."

He turned to Lily as he added: "Lily, anything?"

She shook her head sadly while Donna knelt down opposite them, murmuring: "Sorry."

"It's all right, it's hard to adjust at first." Lily replied firmly, and Donna nodded gratefully.

The brunette turned hazel eyes up to the redhead as she asked: "Give me a hand?"

Donna nodded while Lily turned to the Doctor and said quietly: "He's been shot."

Donna's face fell while the Doctor's became grimmer and he admitted: "I don't know where the heart is. I don't know if he's got a heart."

"Donna, talk to him." Lily encouraged as she rummaged in the Doctor's pocket, and the Doctor added: "Keep him going."

Donna swallowed but began speaking to the Ood as she murmured soothingly: "It's all right, we've got you. Er, what's your name?"

The Ood's translator ball lit up in the way Lily was familiar with, and it answered Donna slowly and painfully: "Designated Ood Delta 50."

Lily bit her lip but kept quiet as she pulled out a set of bandages from the Doctor's pocket. He was still searching for a heartbeat on the Ood's chest as Lily began to try patch up the bullet wound, although she had a grim feeling about the Ood's chances of survival. His wound was deep, but the bleeding had stopped in the cold, and Lily feared he was already almost dead.

She worked away anyway, while Donna nodded and picked up the Ood's translator ball, speaking into it as she answered: "My name's Donna."

"No. No, no, no." The Doctor murmured as he lowered the translator ball and placed it back in the Ood's hand.

Donna glanced at him, and he explained: "You don't need to."

"Sorry." Donna murmured before turning back to the Ood and she whispered: "Oh, God."

She looked to Lily for help, and the brunette continued as she said to the Ood soothingly: "This is the Doctor. Just what you need, right? A doctor."

"Couldn't be better, hey?" Donna added, trying to smile comfortingly, when the Ood croaked out: "The circle."

"No, don't try to talk." Donna hushed, but the Ood continued determinedly, even with its voice laced with pain: "The circle must be broken."

Lily frowned while the Doctor questioned: "Circle? What do you mean?"

The Ood closed its eyes, its head falling back onto the snow and the Doctor touched the Ood's chest as he called urgently: "Delta 50, what circle? Delta 50? What circle?"

Suddenly the Ood opened its eyes and Lily gasped as she saw its red pupils. The Doctor pulled her back as the trio scrambled away in alarm as Delta 50 sat up with a roar, growling at them furiously with its bright red eyes glowing before it fell back to the ground. Dead.

The three let out a slow breath, their racing hearts starting to calm back down.

"He's gone." Donna whispered and Lily swallowed.

The redheaded companion slowly stepped forward, and the Doctor warned: "Careful."

Donna ignored him as she knelt beside the Ood again, stroking its head as she murmured: "There you are, sweetheart."

The Doctor watched her with a grim expression, and Lily glanced up at him.

"Doctor, his eyes…" She whispered, and he nodded.

"I know." The Doctor answered seriously, and Lily turned back to Delta 50 and Donna as the latter murmured sadly: "We were too late. What do we do," she turned to her friends questioningly, "do we bury him?"

"The snow'll take care of that." The Doctor answered in a low voice, and Donna asked softly: "Who was he? What's an Ood?"

Lily sighed while the Doctor explained: "They're servants," he removed his stethoscope, "of humans in the forty second century. Mildly telepathic. That was the song. It was his mind calling out."

Lily hugged the Doctor, both seeking and giving comfort, and he returned the embrace while Donna stared at the Ood, muttering a little bitterly: "I couldn't hear anything."

She stood back up, rejoining her friends as she sighed: "He sang as he was dying."

"His eyes turned red." The Doctor muttered thoughtfully, and Donna looked at him questioningly as she asked: "What's that mean?"

"Trouble." The Doctor replied. "Come on."

He led the way away, and Donna asked as she trailed after the Doctor and Lily: "You've seen the red eyes before?"

"Yes." Lily answered, and the Doctor explained: "The Ood are harmless. They're completely benign. Except, the last time I met them, there was this force, like a stronger mind, powerful enough to take them over."

"What sort of force?" Donna asked curiously, and the Doctor shrugged as he replied: "Oh, long story."

"Long walk." Donna countered, and the Doctor sighed as he replied: "It was the Devil."

His arm tightened its grip around Lily, and she glanced up at him while Donna snapped, thinking he was joking: "If you're going to take the mickey, I'll just put my hood back up."

"No, Donna." Lily chided, and the redhead looked over at her in surprise before her jaw dropped open.

"You're kidding." Donna said incredulously, and Lily shook her head while the Doctor ignored her as he muttered: "Must be something different this time, though. Something closer to home."

The Doctor let go of Lily's side, moving to take her hand instead as he hurried forwards over a snowy peak. His eyes widened, and he called triumphantly: "Ah ha!"

The two women joined him, and Lily peered over to see a large, futuristic factory building just down the ridge from where they were.

"Civilisation." The Doctor declared.


	91. 32-2 Red Eye

"Ladies and gentlemen," a pretty Indian woman was calling out in front of the factory as a group of well-dressed people gathered before her, "welcome to the Ood Sphere. And isn't it bracing?"

She smiled widely, and Lily was momentarily reminded of Yvonne Hartman from Canary Wharf. She shook her head, focusing back on the present as the Doctor led them closer while the woman nodded at an Ood standing beside her, explaining to the group: "Here are your information packs, with vouchers, 3D tickets and a map of the complex."

The Ood walked forward, offering the packs to each of the group as the woman continued with a wide smile: "My name's Solana, Head of Marketing. I'm sure we've all spoken on the vidfone. Now, if you'd like to follow me."

She made to lead the group inside, and the Doctor pushed through the group, calling as he skid to a stop before Solana: "Sorry, sorry, sorry. Late. Don't mind us. Hello."

He waved at her as Donna and Lily joined his side, and he added with a smile: "The guards let us through."

He jerked back vaguely, and Solana asked politely, hiding her confusion: "And you would be?"

"The Doctor, Lily Tyler, and Donna Noble." The Doctor introduced with a charming smile as he flashed his psychic paper at Solana, and Donna added: "Representing the Noble Corporation PLC Limited, Intergalactic."

The Doctor's smile widened while Lily suppressed a laugh, and Solana consulted her clipboard as she murmured apologetically: "Must have fallen off my list. My apologies. Won't happen again. Now then, Doctor Noble, Miss Tyler, Mrs. Noble, if you'd like to come with me."

She looked at each in turn as she made to lead on, and the Doctor said quickly as he gestured to Donna: "Oh, no, no, no, no. We're not married."

"We're so not married." Donna added, looking and sounding appalled, and Solana nodded as she said with a smile: "Yes, don't worry, I recognized the similarity. You must be his mother." She smiled at Donna, whose jaw dropped. "How delightful that your son is so handsome and has a beautiful fiancée."

"Oh, she's not my mother." The Doctor replied, while Lily added hastily: "We're not engaged."

"You think I'd have a son like him?" Donna demanded, looking even more aghast, and Solana smoothly covered: "Of course. My apologies, Miss Noble."

She then held out a pack for them, explaining as she quickly moved away from the subject: "And here are your information packs, vouchers inside. Now if you'd like to come with me, the Executive Suites are nice and warm."

The Doctor grinned at his two companions, and Lily rolled her eyes while Donna continued to look offended as they moved to follow Solana, who stood beside the door as it slid open. Just then, a sharp ringing blared loudly around the compound, and the trio looked up in surprise.

"Oh, what's that?" The Doctor questioned as he glanced about curiously towards the sound. "That sounds like an alarm."

"Oh, it's just a siren for the end of the work shift." Solana said to them quickly- a little too quickly. "Now then, this way, quick as you can."

She smiled, and the Doctor raised a brow but entered without another word. Lily glanced back at Solana before she followed- she was getting a stronger sense of déjà vu the longer she was around Solana as she was continually reminded of Yvonne. There was something about the overly friendly smiles and sweet tone that spoke of a hidden secret, a secret that was simply not questioned. And that refusal to acknowledge a problem would get people killed.

* * *

The trio stood with the other guests, whom they had now gathered were rich travellers, here to check out and buy the Ood as slaves. Lily pursed her lips as they watched Solana standing on the podium before the group as she explained with a smile: "As you can see, the Ood are happy to serve, and we keep them in facilities of the highest standard. Here at the Double O, that's Ood Operations, we like to think of the Ood as our trusted friends."

The buyers were wandering about as Solana spoke, examining the Ood standing around the room on display and serving drinks and 'nibbles' as the Doctor fondly called the light finger foods. Lily frowned slightly, although she smoothed her expression out as the Doctor took her hand and squeezed it warningly- they couldn't be found out as intruders just yet.

She focused back on Solana as the latter continued: "We keep the Ood healthy, safe, and educated."

The Doctor raised a brow but didn't make any other reaction as Solana continued: "We don't just breed the Ood. We make them better. Because at heart, what is an Ood, but a reflection of us?"

Lily raised a brow now, remembering the eventful adventure with the Devil long ago. The Ood had certainly not been complaining, but they were definitely not treated as 'a reflection of humans.' She pursed her lips slightly as Solana finished: "If your Ood is happy, then you'll be happy, too."

The group clapped at that, smiling eagerly with Solana, and Donna clapped along automatically although she shared looks with her friends. The Doctor and Lily were exchanging looks and the trio all nodded minutely in understanding. Solana had stepped off her podium and she continued as she walked up to a line of three Oods on display on one side of the room, saying: "I'd now like to point out a new innovation from Ood Operations."

Lily frowned, letting go of the Doctor's hand and taking the welcome pack from him. She started flipping through while the Doctor folded his arms, watching as Solana continued: "We've introduced a variety package with the Ood translator ball. You can now have the standard setting."

She turned to the first Ood and asked: "How are you today, Ood?"

Lily glanced up briefly before continuing to flip through the pack as the Ood replied in its regular polite tone: "I'm perfectly well, thank you."

"Or perhaps after a stressful day," Solana continued as she moved onto the next Ood, "a little something for the gentlemen."

She smiled widely at the group of mostly men, before asking the second Ood: "And how are you, Ood?"

Lily looked up, closing the pack with a small frown as the Ood lifted its translator ball, lighting it up just as Ood usually did when speaking but it answered in a husky female voice: "All the better for seeing you."

There were a few scattered chuckles from the men while Donna huffed, Lily made a face, and the Doctor raised his brows. He rolled his eyes at Lily, who nodded while Solana continued as she moved to the final Ood: "And the comedy classic option. Ood, you dropped something."

"D'oh!" The final Ood replied in a Homer Simpson voice, making the group laugh, and Solana smiled as she face the group once more as she finished: "All that for only five additional credits. The details are in your brochures. Now, there's plenty more food and drink, so don't hold back."

The group broke out into chatters as Solana left, and Lily wrinkled her nose. Donna was looking around curiously, examining the many Ood in the room as the Doctor and Lily moved off to the podium Solana had left. The Doctor whipped out his spectacles as he clicked a few buttons on the lectern, changing the large display screen before them to an image of the planetary system they were currently in.

"Ah, got it." The Doctor murmured as Lily peered at it curiously. "The Ood Sphere, I've been to this solar system before. Years ago. Ages."

"How 'ages'?" Lily asked, and he shrugged: "A few hundred years."

He grinned at her briefly, and she smiled back before they refocused as he peered at the sun in the solar system, explaining to her: "The Ood Sphere is close to the planet Sense Sphere. Let's widen out."

He widened the image to show the full system around the area, and Lily's eyes widened as she saw the image of another sky, another universe. Her breath caught and she stepped forward to examine the image closer as Donna walked up with a drink in her hand and the Doctor explained: "The year 4126."

Lily watched as several red circles appeared on the screen, linked by red lines across the various systems and all centered around the Ood Sphere, while the Doctor continued: "That is the Second Great and Bountiful Human Empire."

"4126?" Donna repeated incredulously. "It's 4126. I'm in 4126."

Lily smiled, nodding as the Doctor grinned and said cheekily: "It's good, isn't it?"

"What's the Earth like now?" Donna wondered, and the Doctor shrugged: "Bit full. But you see," he gestured at the image, "the Empire stretches out across three galaxies."

He pointed to the three concentrations of red dots outside of the Ood Sphere, and Lily frowned slightly while Donna breathed excitedly: "It's weird. I mean, it's brilliant, but. Back home, the papers and the telly, they keep saying we haven't got long to live."

Lily nodded understandingly while Donna listed: "Global warming, flooding, all the bees disappearing."

Both Lily and the Doctor frowned, the latter muttering thoughtfully: "Yeah. That thing about the bees is odd."

Lily couldn't help but agree- what did Donna mean by bees disappearing?

"But look at us." Donna continued, ignoring him and Lily shrugged out of her thoughts. "We're everywhere. Is that good or bad, though? I mean, are we like explorers? Or more like a virus?"

Lily sighed while the Doctor answered seriously: "Sometimes I wonder."

"Makes me think of New New York." Lily sighed, and the Doctor answered cheekily: "Which one? New New New New-"

"All right, stop it." Lily chuckled, nudging him and he grinned.

Donna rolled her eyes before turning back to the screen and cocking her head.

"What are the red dots?" She asked curiously, and Lily guessed as she glanced up at the Doctor: "Ood distribution centres?"

He nodded, and Donna asked in disbelief: "Across three galaxies?"

The Doctor pursed his lips while Lily sighed again, also knowing this was wrong. Donna growled: "Don't the Ood get a say in this?"

She stalked off, and Lily followed her while the Doctor glanced once more at the map before trailing after them as Donna stopped beside an Ood and began: "Er, sorry, but…"

The Ood didn't respond, so Donna lightly tapped his arm to get his attention. The Ood turned his head to look at her, and Donna smiled as she greeted: "Hello. Tell me, are you all like this?"

The Doctor watched closely while the Ood lifted its translator ball and replied: "I do not understand, Miss."

"Why do you say Miss?" Donna demanded sharply, feeling offended. "Do I look single?"

"Better than being taken for the Doctor's mother." Lily pointed out and Donna growled and the Doctor rolled his eyes.

"Back to the point." He said pointedly, and Lily gave him a sheepishly apologetic look while Donna muttered: "Yeah, sorry."

She turned back to the Ood as she questioned: "What I mean is, are there any free Ood? Are there Ood running wild somewhere, like wildebeest."

Both the Doctor and Lily glanced between Donna and the Ood closely, observing intently as the Ood answered calmly: "All Ood are born to serve. Otherwise, we would die."

"But you can't have started like that." Lily protested, and Donna tried: "Before the humans," the Ood twitched and the Doctor's eyes narrowed, "what were you like?"

"The circle." The Ood replied suddenly, and Lily's eyes widened while the Doctor asked quickly: "What do you mean? What circle?"

"The circ… the circle is…-" The Ood tried, starting to sound a little strained and Lily waited anxiously, but they were interrupted as Solana called: "Ladies and gentlemen. All Ood to hospitality stations, please."

The Ood turned immediately and walked away, and the Doctor frowned before taking off his glasses and muttering to his two companions: "I've had enough of the schmoozing. Do you fancy going off the beaten track?"

He glanced at Lily who grinned and she held up a map of the complex she'd taken from their pack. The Doctor grinned back at her while Donna peered at the map, or more specifically where Lily was pointing.

"Rough guide to the Ood Sphere?" Donna read and she grinned. "Works for me."

"Yeah." The Doctor agreed and he took the map and Lily's hand, lead the way as the trio snuck out of the suite and off into the rest of the factory.

* * *

The Doctor soniced a wire gate, slowly pushing it open and the trio peered about the outside of the factor as a loud speaker called: "Ood shift eight now commencing. Repeat. Ood shift eight now commencing."

The three headed up a flight of metal stairs, reaching an upper catwalk and they peered down to see Ood marching out of the factory in double file. Lily leaned forward in concern as one at the very back of the line fell down, perhaps from slipping on the ice… although it seemed a little sudden.

She then frowned as the guard in charge marched over, saying sharply: "Get up."

The Ood looked up from where it was crouching on all fours, and the guard snapped as he unfurled a whip and cracked it in the air: "I said get up."

"'Servants'?" Donna repeated incredulously as they watched the scene below. "They're slaves."

"This is worse than what we thought." Lily murmured as she glanced at the Doctor uneasily, and he nodded as the guard below shouted while cracking his whip: "Get up!"

The Ood stumbled to his feet and the guard ordered the line: "March."

The lines of Ood marched on, and the Doctor murmured quietly: "Last time we met the Ood, I never thought. I never asked."

"That's not like you." Donna commented in some surprise as she glanced over at the pair.

Lily's face had fallen while the Doctor replied shortly: "I was busy."

Lily's stomach twisted while the Doctor added as he stared down at the Ood with furrowed brows: "So busy I couldn't save them. I had to let the Ood die."

"We both did." Lily answered quietly. She had been so focused on saving the Doctor, Rose, and the few remaining people on that ship back on Krop Tor. They'd even thought they'd lost the Doctor that time- Lily shuddered.

The Doctor, guessing what she was thinking about, hugged her to his side as he muttered firmly: "I reckon I owe them one."

Donna glanced at the pair before looking back down. They spotted a group walking out of the factory, a man dressed in a smart suit followed by a man in a lab coat and an Ood. A group of personal guards followed behind them.

"That looks like the boss." Donna murmured, and Lily nodded.

"Let's keep out of his way." The Doctor murmured as he turned them away. "Come on."

He led the way off the catwalk and further into the factory area, the trio wandering around the outside of a few buildings. The Doctor whipped out his glasses once more to examine their map, Lily peering over to look at it as well, when they both flinched in surprise as someone blew a sharp whistle behind them.

Lily turned, staring at Donna in shock as the redhead stood beside a metal door in the side of one of the buildings, looking extremely proud of herself as she grinned smugly at the pair.

"Where'd you learn to whistle?" The Doctor demanded, half incredulous and half admiring, as he and Lily walked over.

"West Ham, every Saturday." Donna replied and Lily shook her head in amazement while the Doctor soniced the door open. It slid open with a metallic clang, and the trio peered inside, moving cautiously further into what looked like a cargo hold as the entire factory was lined with large metal shipping containers.

"Is that…" Lily began, going pale and looking a little sick and the Doctor nodded as he replied darkly: "Ood export."

Donna looked at him in disbelief while the Doctor pointed at a large metal claw hanging from the ceiling as he explained: "You see? Lifts up the containers, takes them to the rocket sheds, ready to be flown out all over the three galaxies."

"What," Donna gaped, "you mean, these containers are full of…?"

She trailed off in horror and the Doctor asked rhetorically: "What do you think?"

He walked over to the nearest container, pulling on the metal door and Lily was sickened to see it wasn't even locked. They walked in slowly, the Doctor's jaw tightening and Lily taking on a green hue as they saw the lines of Ood standing inside, filling the entire container.

"Oh, it stinks." Donna muttered as she came in last before she came to a halt as she saw the Ood and her mouth dropped open.

"How many of them do you think there are in each one?" She asked, aghast, and the Doctor replied flatly: "Hundred? More?"

Lily closed her eyes while Donna said disgustedly: "A great big empire built on slavery."

"It's not so different from your time." The Doctor replied darkly, and Lily glanced over at him as she detected the faint disgust in his tone. It was rare and only appeared every so often but it was the tone he used whenever he felt the human race let him down with their inhumane ways.

Donna meanwhile protested sharply: "Oi. I haven't got slaves."

"Who do you think made your clothes?" The Doctor countered, and Lily muttered warningly: "Doctor."

He glanced at her, almost in surprise, while Donna asked scathingly: "Is that why you travel round with a human other than Lily? It's not so you can show them the wonders of the universe, it's so you can take cheap shots?"

The Doctor glanced between the two women before he muttered: "Sorry."

"Don't." Donna snapped, and Lily placed a gentle hand on the other woman's arm.

Donna glanced at the brunette's apologetic eyes and then the Doctor's grim one before she accepted the apology as she nudged the Doctor and muttered: "Spaceman."

Lily gave her a small smile before turning sadly back to look at the Ood. Donna did the same, and she questioned them pityingly: "I don't understand, the door is open, why don't you just run away?"

"For what reason?" One of the front Ood asked curiously and Lily turned to the Doctor sadly.

He wrapped his arm around her with a heavy heart as Donna pointed out, urging the Ood: "You could be free."

"I do not understand the concept." The Ood replied, and Donna glanced at the lit up translator ball.

"What is it with that Persil ball?" She demanded, and Lily added as she realized something else: "They can't have been born with that… why are they all linked into it?"

The Doctor frowned, before he asked: "Ood, tell me. Does the circle mean anything to you?"

Immediately every single one of the Oods lit up their translator balls and answered: "The circle must be broken."

Lily blinked while Donna took an involuntary step back, muttering: "Oh, that is creepy."

The Doctor's frown had deepened and he demanded urgently: "But what is it? What is the circle?"

"The circle must be broken." The Ood repeated, and Lily chimed in instead: "Why?"

"So that we can sing." The Ood replied, and Lily frowned in further confusion.

Suddenly, an alarm blared and the three looked up in alarm.

"Oh." The Doctor muttered. "That's us. Come on."

He quickly darted out of the container, stretching out his hand behind him as he took off. Lily took his offered hand and the trio ran off deeper into the factory, racing between the piled cargos and down the various paths they made. Lily was racing to keep up the Doctor, whose longer legs were definitely giving him the advantage, and neither noticed as Donna paused behind them.

They'd run a few turns further when Lily glanced back, and she tugged on the Doctor's hand.

"Doctor, Donna!" She cried and he glanced back before skidding to a pause.

"Where's she gone?" He wondered, when a guard called at them: "Stay where you are!"

"Oop!" The Doctor muttered before pulling Lily as he broke off into a run once more.

The pair raced away as the guards gave chase and Lily yelled after the Doctor: "Doctor, what about Donna?"

"Get you to safety first!" He called back sharply, and Lily snapped: "No!"

"Yes!" He countered, and Lily shouted: "Donna!"

She dragged the Doctor to a stop as she called: "Donna, where are you!"

"Lily!" The Doctor scolded, when she suddenly hushed him. He frowned but she held up a finger as she listened intently.

"Lily?" He asked, and she pointed out slowly: "Doesn't it seem too quiet?"

The Doctor paused, also listening and he realized she was right. More importantly, he could hear something faintly in the distance that he knew Lily wouldn't be able to hear with her human ears. Something… whirring metallically.

The Doctor's eyes widened and he whipped around just as the metal claw appeared in the air above them, just a few feet away. He dragged Lily with him behind a container, and Lily's eyes widened as she spotted the claw as well. The pair huddled as they eyed the claw warily before Lily gasped at it came right after them.

"He can see us!" She gasped and the Doctor ordered: "Run!"

They ran for it, sprinting along the corridors and away from the claw as it chased behind them. The Doctor kept glancing back as he urged Lily to keep up, and she let out a yelp as the claw came down just behind them, smashing into the ground and barely missing crushing them.

"Doctor!" Lily cried between her gasps for breath and he urged: "Keep going!"

Lily shrieked as the claw came down right behind her once more, almost causing her to fall over. The Doctor dragged her forwards, keeping her upright as he helped her balance before tugging her into a run once more.

"We can't keep this up!" Lily pointed out, but the Doctor argued: "Just run!"

"Doctor!" Lily shouted sharply, when suddenly the claw came right down towards them. The Doctor shoved Lily to the side, throwing her to the ground as he too leapt away, tumbling to the ground as the claw landed between them and right where the pair had been just seconds before.

"Doctor!" Lily screamed as the claw rose before coming back down right towards the Doctor. He could only lie there and stare, knowing there was no way he'd make it away in time and Lily scrambled to her knees as she tried to reach him even though she knew it was impossible.

She flinched as the claw dropped closer, shutting her eyes against the image of it crushing the Doctor, when there was a loud metal clang and then ominous silence. She slowly opened her eyes as she heard heavy breathing, and she almost collapsed from relief as she saw the Doctor, breathing heavily as he lay on his back while staring up at the claw as it stayed suspended just a few feet above him.


	92. 32-3 Song of the Ood

A pair of guards marched the Doctor and Lily each back down through the factory, keeping Lily behind the Doctor so that they couldn't escape without being caught. They were passing one of the large containers when they heard Donna banging on the metal sides, screaming: "Doctor, get me out of here! Lily!"

"Donna?" Lily gaped as they were dragged passed the container and brought before the head guard.

"Doctor! Lily!" Donna screamed, and the Doctor told the guard seriously as they were brought to a stop: "If you don't do what she says, you're really in trouble. Not from me, from _her_."

"DOCTOR!" Donna yelled in a mix of fury and fear, her tone supporting the Doctor's statement.

The guard narrowed his eyes but turned around to face the container holding Donna as the Doctor shrugged his guards off so that he could reach for Lily while Lily did the same with her guards.

"Unlock the container." The head guard ordered as the Doctor hugged Lily briefly, checking she was all right as the guards kept a tight circle around them. She let go of him as the container door squealed as it was dragged open, and she opened her arms as Donna cam running out in relief.

"Oh, Lily! Doctor." Donna sighed as she hugged the brunette, and Lily soothed: "You're all right."

"Never mind about me." Donna answered firmly as she turned back to the container. "What about them?"

They all looked over just as the Ood began to step out and Lily gasped as she saw their glowing red eyes.

"Look ou-!" She cried, but it was too late as the first Ood placed his translator ball on a guard's forehead, making him scream before killing him almost instantly.

Donna gasped while Lily placed a hand over her mouth in horror, and the Doctor shouted: "Look out!"

He dragged them back as the head guard shouted: "Red alert. Fire!"

The guards immediately moved into a straight-line formation, firing at the Ood as they climbed out of the containers. The Doctor took the opportunity to run, grabbing both his companions as they turned and sprinted away. They ran into Solana along the way, Lily having no idea why the woman was here, but she grabbed the petite woman as they dashed off, avoiding Ood and bullets as the Ood began to spill out of all the containers.

The four dashed out into the snow outside, the Doctor hauling Lily along by the hand while Lily let go of Solana now that they were a safer distance away. The Doctor took no such chance, running further along and around the corner outside a different factory building before coming to a stop, looking back to check on Lily and Donna, and Solana as the woman caught up at the back.

"If people back on Earth knew what was going on here." Donna began indignantly as they all caught their breath back, and Solana snapped between gasps: "Oh, don't be so stupid. Of course they know."

"They know how you treat the Ood?" Lily asked skeptically while Donna looked outrage, and Solana replied pointedly: "They don't ask. Same thing."

"Solana, the Ood aren't born like this." The Doctor bit out urgently. "They can't be. A species born to serve could never evolve in the first place. What does the company do to make them obey?"

"That's nothing to do with me." Solana snapped back, and the Doctor challenged: "Oh, what, because you don't ask?"

Lily was also looking at the woman with disgust, and Solana finally admitted: "That's Dr. Ryder's territory."

"Where's he?" The Doctor demanded immediately, pulling out their map. "What part of the complex?"

Solana hesitated, staring at them uncertainly, and the Doctor urged: "I could help, with the red eye. Now show me!" He ordered.

"There." Solana finally told them, pointing to a spot on the map. "Beyond the red section."

"Come with us." The Doctor said seriously. "You've seen the warehouse. You can't agree with all this. You know this place better than me. You could help."

Solana stared at him, taking in his stern but urgent gaze, and her glance flickered over to Lily and Donna. The former was looking at her pleadingly while Donna waited impatiently, and Solana seemed to be deliberating before she looked back at the Doctor, her decision made.

"They're over here!" She shouted, looking passed the Doctor and avoiding their eye contact.

Lily's face fell in disappointment while the Doctor's jaw locked. Donna glared at the Indian woman with distaste, but there was nothing they could do. The Doctor grabbed Lily's hand once more as the trio took off running while Solana continued to shout: "Guards! They're over here!"

The guards came running after them at Solana's cries, but the trio had an advantage in time and they were already halfway to the spot on the map that Solana had pointed to. Unfortunately, Solana also knew where they were headed, which meant they had very little time. It was as the thought entered Lily's head that a pair of guards appeared around a corner far ahead of them and the Doctor quickly skid to a stop.

"This way!" He called as he took off in another direction, pulling Lily with him while Donna raced behind them. They dashed down several streets, finally reaching the factory Solana had pointed out, and they skid to a halt before a locked door. Lily gasped as she caught her breath back, Donna running up behind them also out of breath, while the Doctor leaned on the door and listened carefully.

"Oh, can you hear it?" The Doctor asked and Lily shook her head.

He quickly soniced the door as he explained: "I didn't need the map. I should have listened."

"Their singing." Lily realized and he nodded as the door clicked open. The Doctor shoved on the door, pushing inside and Lily quickly followed as Donna brought up the rear. The moment they were all in, the Doctor slammed the door shut, sonicing the controls and causing them to burst into sparks.

"Hold on." Donna protested in alarm. "Does that mean we're locked in?"

"Listen." The Doctor shushed her. "Listen, listen, listen, listen."

They went quiet as the Doctor led the way deeper into the factory, but neither Lily nor Donna could hear anything other than their footsteps on the metal catwalk. The Doctor had just walked down a flight of stairs when he stopped, face scrunching in pain.

"Oh, my head." He winced and Lily glanced at him in concern while Donna asked worriedly: "What is it?"

"Can't you hear it? The singing?" He asked, and Lily shook her head while Donna bit her lip. He pointed a flashlight further into the dark room, and they frowned as they saw faint outlines in the darkness. Lily spotted a switch and slowly reached out to push it up, and a light flickered on to reveal a group of Ood sitting in a cage in the corner.

Her heart plummeted as the Ood looked up sharply in alarm, before lowering their heads and cowering away as they each held something carefully between their palms.

"Oh, my God." She whispered, while Donna noted as they all stared at these Ood: "They look… different to the others."

Lily swallowed, feeling a tightening in her chest as they all noted the lack of the translator balls in these Ood.

"That's because they're natural born Ood, unprocessed, before they're adapted to slavery." The Doctor muttered bitterly. "Unspoilt."

The trio moved slowly and carefully to crouch down before the Ood, coming as close to the bars of the cage as possible as they stared at eye-level with the cowering Ood.

"That's their song." The Doctor murmured, and Lily said sadly: "I can't hear it."

"Neither can I." Donna sighed, and the Doctor paused before he asked slowly: "Do you want to?"

Lily turned to him with sorrowful hazel eyes while Donna nodded.

"Yeah." The redhead whispered, and the Doctor glanced at Lily, who nodded as well.

"It's the song of captivity." The Doctor warned, and Lily shook her head defiantly while Donna turned tearful blue eyes on the Doctor and demanded: "Let me hear it."

The Doctor examined the pair for a moment before he murmured: "Face me."

They did, Lily leaning in closer so the Doctor could reach Donna behind her. The Doctor lifted his hands, placing the fingertips of one hand against the side of each woman's head as he initiated a mind meld. The Doctor closed his eyes as Lily did the same, remembering seeing him doing this before, while Donna watched them with wide eyes.

Lily's face scrunched suddenly while Donna's eyes widened before filling with tears as the Doctor murmured: "Open your mind, that's it. Hear it. Hear the music."

And they could. The Doctor slowly let go of their heads but they could now hear the song clearly, as he could, and Donna started to gasp as she fought back tears while a tear trickled down Lily's face. It was the most soulful and tragic song they'd ever heard, and yet so beautiful in it's sad melody.

Lily opened her eyes and met the Doctor's eyes, and he softly brushed away her tears as she began to cry while Donna turned to face the Ood, seeing them with new eyes as she heard their song. Tears spilt from her eyes too as she stared at the Ood, also crying in earnest, before she whimpered, unable to take any more: "Take it away."

Lily had leaned into the Doctor, placing her head against his chest as she cried while staring at the Ood. He held her to him as he too stared sadly at the Ood over the top of her head.

"Sure?" He asked softly, and Donna whimpered: "I can't bear it."

The Doctor gently turned Donna away from the Ood, making her face him once more as he let one hand go from Lily to touch Donna's temple once more, removing the mind meld and disconnecting her from the telepathic field while Lily just continued to stare silently at the Ood, tears spilling down her cheeks.

Donna continued to sniff and she whispered: "I'm sorry."

"It's okay." The Doctor murmured as he lowered his hand back to pat Lily's head as she and Donna continued to cry.

"Lily?" He whispered, and she shook her head.

"You don't have to be brave." The Doctor told her softly, and Lily whispered back as her voice cracked: "I know. But you can hear it."

He sighed, kissing the crown of her head gently as he comforted her while she cried, and Donna whispered as her tears continued to stream down her face.

"How often can you hear things like this?" Donna asked tearfully, and the Doctor answered softly: "All the time."

The Ood huddled in closer and Lily wiped her tears as best as she could as she listened to the sorrowful song. The Doctor slowly got to his feet, bringing Lily up with him. He kept a tight hold around her, keeping her close as she hugged onto him for comfort, while he soniced the cage the Ood were trapped in.

There was a loud metal clang above them and Donna said urgently: "They're breaking in."

"Ah, let them." The Doctor replied scornfully as he pushed the now unlocked cage door open. The Ood cowered away from them fearfully, tugging on Lily's heartstrings.

The three knelt down before the Ood carefully, and the Doctor asked the Ood softly: "What are you holding?"

The Ood cowered away, hiding its hands, and the Doctor urged gently: "Show me."

"Show us." Lily murmured softly and the Ood peered at her.

"Friend. See?" She gestured to herself for added measure, and the Doctor introduced: "Doctor, Lily, Donna. Friend."

The Ood slowly opened up to them, as the Doctor encouraged: "Let me see. Look at me. Let me see."

The Ood slowly came forward, and the Doctor murmured gently: "That's it. That's it, go on. Go on."

Lily watched as the Ood slowly held out its hand before removing one palm to reveal a small, pale red organ in its other palm. Her heart plummeted while Donna gasped: "Is that…?"

"It's a brain." The Doctor breathed in confirmation and another tear slipped down Lily's cheek as they all stared at the organ. "A hind brain. The Ood are born with a secondary brain. Like the amygdala in humans, it processes memory and emotions. You get rid of that, you wouldn't be Donna any more. You'd be… like an Ood. A processed Ood."

"So the company cuts off their brains?" Donna asked in horror and the Doctor bit out through his clenched teeth: "And they stitch on the translator."

"Like a lobotomy." Lily whimpered, and the Doctor hugged her tighter while Donna said mournfully: "I spent all that time looking for you, Doctor, because I thought it was so wonderful out here."

She stared at the Ood, while Lily's face fell and the Doctor's face filled with grim determination as Donna whispered: "I want to go home."

"Oh, Donna." Lily sighed, but suddenly there was a loud crash behind them.

"They're with the Ood, sir." A guard called, and the Doctor whipped upright, going to the door.

He grabbed it and swung it shut, locking them inside with the Ood as the two men they'd seen before, the boss and the man in the laboratory coat, hurried over while a guard pointed his gun at the Doctor.

As the men arrived, the Doctor spat furiously: "What you going to do, then? Arrest me? Lock me up? Throw me in a cage? Well, you're too late. Ha!"

* * *

"Ow!" Donna hissed while Lily glared as they were all handcuffed to a pipe in the main office.

"Why don't you just come out and say it?" The man in charge of the company, whom they found out was called Halpen, sneered at them as the Doctor also glared at him. "FOTO activists."

"If that's what Friends Of The Ood are trying to prove, then yes." The Doctor snarled angrily and Lily nodded in agreement as she sent Halpen a death glare.

"The Ood were nothing without us," Halpen scorned, "just animals roaming around on the ice."

"That's because you can't hear them." Lily told him darkly, and Halpen scoffed with an amused smile: "They welcomed it. It's not as if they put up a fight."

"You idiot." Donna spat, and Halpen's smile dropped at the deep malice dripping in the redhead's voice. "They're born with their brains in their hands. Don't you see, that makes them peaceful? They've got to be, because a creature like that would have to trust anyone it meets."

"Oh, nice one." The Doctor muttered appreciatively, and Donna muttered back: "Thank you."

"The system's worked for two hundred years." Halpen snarled at them. "All we've got is a rogue batch. But the infection is about to be sterilised."

He activated his wrist comm, calling: "Mr. Kess. How do we stand?"

Lily frowned before her jaw dropped in shock as a man replied: "Canisters primed, sir. As soon as the core heats up, the gas is released. Give it two hundred marks, and counting."

"You're going to gas them?" The Doctor asked incredulously and furiously.

The man in the lab coat, Dr. Ryder, shifted a little, but Halpen was unconcerned as he replied easily: "Kill the livestock. The classic foot and mouth solution from the olden days. Still works."

The Doctor stared at the man in utter disbelief while Donna's jaw dropped and Lily cried: "You aren't human!"

"Oh, I think you'll find," Halpen sneered, "that I am very much human."

Before any of them could respond, both Donna and Lily looking insulted and sickened, an alarm suddenly started blaring.

"What the hell?" Halpen demanded, and then they all heard gunfire from outside.

The trio looked around in alarm while Halpen's jaw clenched and he nodded at Dr. Ryder and his personal guard to follow him outside as he went to investigate, leaving only a few guards behind with the Doctor and his companions.

"What do you think is happening?" Donna asked the Doctor quietly, and he answered: "It must be the Ood."

They looked over anxiously as Halpen returned, and he said sharply to Ryder: "Change of plan."

"There are no reports of trouble off-world, sir." Ryder informed him anxiously as he read off a portable computer. "It's still contained to the Ood Sphere."

"Then we've got a public duty to stop it before it spreads." Halpen ordered, and the Doctor demanded sharply: "What's happening?"

Halpen looked over,, saying calmly but spitefully: "Everything you wanted, Doctor."

The Doctor's eyes narrowed angrily and his glare intensified, but Halpen went on in his unconcerned manner: "No doubt there'll be a full police investigation once this place has been sterilised, so I can't risk a bullet to the head."

Lily stared, and Halpen smiled.

"I'll leave you to the mercies of the Ood." He said simply before stalking off and Lily glared after the man when the Doctor called sharply: "But Mr. Halpen, there's something else, isn't there? Something we haven't seen."

The other man stopped, whirling around to stare at the Doctor, while Donna asked in confusion: "What do you mean?"

"The Ood couldn't survive with a separate forebrain and hind brain." Lily explained, and the Doctor added: "They'd be at war with themselves."

He stared Halpen down as he fired off: rapidly "There's got to be something else, a third element, am I right?"

"And again, so clever." Halpen sneered, but the Doctor just went on over him: "But it's got to be connected to the red eye. What is it?"

Halpen finally snapped and his cool façade faded as he strode over to stand toe-to-toe with the Doctor as he hissed: " _It_ won't exist for very much longer."

He glared at the Doctor before casting a glance at Lily.

"Enjoy your Ood." He jeered before he walked out, taking Dr. Ryder and all the guards with him.

The Doctor growled, but ordered quickly: "Come on."

They all began wriggling, trying to free themselves, and Donna bit out as they each tried to break free: "Well, do something. You're the one with all the tricks. You must have met Houdini."

"These are… _really_ good handcuffs." The Doctor replied irritably, and Donna snapped back: "Oh well, I'm glad of that. I mean, at least we've got quality."

"Donna, not now." Lily said in exasperation as she tried to pull her hand from her cuff.

"When then?" Donna demanded, and Lily muttered: "If I could just break my thumb…"

"Don't you dare." The Doctor warned, when the door to the office opened and they all whipped their heads around. Lily's eyes widened as she saw three Ood step inside, their eyes red and their translator balls lifted menacingly.

"Doctor, Lily, Donna, friends." The Doctor said quickly and Donna shouted: " The circle must be broken."

But the Ood didn't respond, simply coming even closer.

"Doctor, Lily, Donna, friends." The Doctor cried, and Donna shouted at the same time as they all panicked: "The circle must be broken."

"Doctor, Lily, Donna, friends!"

"The circle must be broken."

"Doctor, Lily, Donna!" The Doctor yelped as the Ood lifted its translator ball closer and right before their faces, and Donna shouted: "The circle must be broken!"

"Friends!" Lily screamed, and suddenly the Ood stopped advancing. The trio stood wide-eyed, unable to believe their luck as the Ood cocked its head before the lights in its translator balls clicked off. They stared as the Ood all grabbed their heads, clutching it as though listening to something before finally straightening up.

"Doctor." The Ood said in their normal voices. "Lily. Donna. Friends."

"Yes." The Doctor gasped. "That's us. Friends. Oh, yes!" He cried gleefully.

* * *

They ran out of the office, the Ood having freed them, and the Doctor led the way through the warzone that was outside as soldiers fired guns at any moving object while the Ood attacked all the soldiers. They ran out into the factory complex, before they were forced to stop, the Doctor whirling about on his feet as he muttered: "I don't know where it is. I don't know where they've gone."

"What are we looking for?" Donna cried as the Doctor took off at a run again, and Lily guessed: "It should be underground."

"Right." The Doctor agreed. "Like some sort of cave, or a cavern, or…"

He trailed off uncertainly as he looked around wildly, and Donna took off down another path as they searched blindly. They reached another part of the factory, and were just running passed when something exploded behind them, throwing them all to the ground.

They popped their heads up from the snow, and the Doctor checked: "All right?"

Lily and Donna nodded, and the Doctor glanced back to try see what had happened before he stopped, blinking in surprise. An Ood was standing there, staring down at them with its head cocked. A very familiar Ood. But most importantly, its eyes were normal.

* * *

Ood Sigma, as he'd introduced himself and whom Lily recognized to be Halpen's personal assistant, led them to Warehouse 15, where the Doctor quickly soniced the door controls. The control panel sparked and the door slid open immediately, and he led the way inside quickly.

They'd just made it down the catwalk into a red-lit room when Lily winced and clutched her head in pain.

"Lily?" Donna cried in concern, and she moaned: "My head."

"Oh…" The Doctor breathed as he stared below the catwalk and at the cause of Lily's sudden headache and the loud singing in both their ears.

"What-?" Donna began as she turned before she broke off as she also saw what he was staring at.

Lily slowly lifted her head to stare down, and she gasped as the Doctor breathed: "The Ood Brain."

They stared at the giant brain sitting below, pulsing slightly while an electric current circle buzzed around its exterior.

"Now it all makes sense." The Doctor realized. "That's the missing link. The third element, binding them together. Forebrain, hind brain, and this, the telepathic centre. It's a shared mind, connecting all the Ood in song."

"Doctor, make it stop." Lily whimpered as she held her head, hearing the unbearably loud and pained song.

He turned to her in concern, but they were interrupted as a voice called: "Cargo."

The Doctor whipped around to face Halpen as he stood at the far end of the catwalk, a gun trained on the Doctor as he continued lightly: "Cargo. I can always go into cargo. I've got the rockets, I've got the sheds. Smaller business. Much more manageable, without livestock."

"He's mined the area." Dr. Ryder explained as he appeared behind Halpen, and Donna asked incredulously: "You're going to kill it?"

Halpen shrugged as he walked closer to the group, replying: "They found that thing centuries ago beneath the Northern Glacier."

"Those pylons." The Doctor explained quietly to his companions as he examined the current around the brain and Donna realized: "In a circle."

"The circle must be broken." Lily whispered as she held her head, and the Doctor hugged her to his back as he accused Halpen: "Damping the telepathic field. Stopping the Ood from connecting for two hundred years."

"And you, Ood Sigma," Halpen replied scathingly as he stared at the Ood behind Donna, "you brought them here. I expected better."

"My place is at your side, sir." Ood Sigma replied diffidently as he walked over to stand beside Halpen, who sneered: "Still subservient. Good Ood."

"If that barrier thing's in place, how come the Ood started breaking out?" Donna demanded, and the Doctor replied as he stared Halpen down: "Maybe it's taken centuries to adapt. The subconscious reaching out?"

"But the process was too slow." Dr. Ryder said suddenly and they all stared at him Halpen included. "It had to be accelerated."

He turned to Halpen as he growled: "You should never give me access to the controls, Mr. Halpen. I lowered the barrier to its minimum."

Halpen stared, and Ryder explained darkly: "Friends Of The Ood, sir. It's taken me ten years to infiltrate the company, and I succeeded."

Halpen paused before glancing behind Ryder and then he sneered: "Yes. Yes, you did."

And with that he pushed Ryder, throwing the man over the railings and off the catwalk. Lily screamed and Donna cried out in horror while the Doctor lunged forward in a futile attempt to grab the falling man but it was all too late. They watched in horror as Ryder fell screaming onto the Ood brain, where he was absorbed into the organ and disappeared from sight.

The Doctor slowly straightened, turning dark eyes on Halpen as Donna gasped: "You… murdered him. "

"Very observant, Ginger." Halpen said scathingly, and Lily accused: "You monster."

"No," he corrected with a sneer, "I've said it before- I'm human."

Her jaw locked angrily, but he simply cocked his gun at them as he added: "Now, then."

The Doctor slowly grabbed Lily, pushing her behind him as Halpen coughed before continuing: "Can't say I've ever shot anyone before. Can't say I'm going to like it. But er, it's not exactly a normal day, is it? Still."

He aimed, when Ood Sigma suddenly piped up: "Would you like a drink, sir?"

Halpen barked a laugh before he sneered: "I think hair loss is the least of my problems right now, thanks."

But Ood Sigma stepped before the Doctor, blocking Halpen's gun as he said politely while holding out a glass of clear liquid: "Please have a drink, sir."

"If," Halpen stuttered, blinking strangely and Lily frowned, "if you're going to stand in their way, I'll shoot you too."

He spoke funnily, his 'O's elongating strangely and his mouth working extra hard to speak.

"Please have a drink, sir." Ood Sigma repeated and Lily's eyes widened.

Halpen's did the same, and he gasped in horror: "Have, have you poisoned me?"

"Natural Ood must never kill, sir." Ood Sigma replied politely and the Doctor asked as he eyed Ood Sigma: "What is that stuff?"

"Ood graft suspended in a biological compound, sir." Ood Sigma responded, while Halpen clutched his balding head as he gasped: "What the hell does that mean?"

"Oh, my God." Lily breathed and the Doctor agreed: "Oh, dear."

"Tell me!" Halpen barked and Lily could only stand in open-mouthed shock at the situation while the Doctor explained: "Funny thing, the subconscious. Takes all sorts of shapes. Came out in the red eye as revenge, came out in the rabid Ood as anger, and then there was patience."

He glanced at Ood Sigma and then the Ood brain as he breathed: "All that intelligence and mercy, focused on Ood Sigma."

His eyes turned back to Ood Sigma before he looked back at Halpen, calling mockingly: "How's the hair loss, Mr. Halpen?"

Lily clutched the Doctor in awe as Halpen touched his hair, removing his hand and staring at the fistful of hair that had come away at the touch.

"What have you done?" Halpen screeched, but his speech was warbling even more as he began to shake with understanding and horror.

"Oh, they've been preparing you for a very long time." The Doctor answered darkly. "And now you're standing next to the Ood Brain, Mr. Halpen, can you hear it? Listen."

Lily could hear the Ood song, more insistent than ever now as the singing increased in tempo and started to get louder and louder until it was echoing in her mind. Halpen was trembling even more now as he gasped: "What have you…? I'm not…"

"I'm afraid you are, Mr. Halpen." Lily answered quietly. "Not human after all."

He stared at her in horror, his gun lifting slightly and the Doctor tensed but it was already over. Halpen's face suddenly went blank and he dropped the gun where it clattered with a loud bang on the catwalk. Halpen didn't notice as he lifted his hands to his head where he peeled the skin off of his head as tentacles poured out of his mouth before he straightened up as-

"They," Donna gasped out in a mix of horror and revulsion, "they… turned him into… an Ood?"

"Yep." The Doctor replied as they all stared at the now fully Ood Halpen.

"He's an Ood." Donna repeated, aghast, and the Doctor replied shortly: "I noticed."

Ood Halpen groaned before he suddenly leaned forward and spat into his hands, where a small hind brain landed in his hands. Lily gagged, clutching the Doctor while Donna gaped and Ood Sigma turned to them as he explained: "He has become Oodkind, and we will take care of him."

"Oh, dear Lord…" Lily murmured, while Donna grabbed her head as she admitted to her friends: "It's weird, being with you. I can't tell what's right and what's wrong any more."

"It's better that way." The Doctor told her. "People who know for certain tend to be like Mr. Halpen."

Donna heaved, but a beeping sound interrupted them and the Doctor called: "Oh!"

He quickly leaned over the side of the railing, deactivating the beeping bombs there, and he muttered: "That's better. And now!"

He called triumphantly as he turned and dashed to a computer console on the side of the room, calling: "Sigma, would you allow me the honour?"

"It is yours, Doctor." Sigma answered, and Lily swore he was smiling if he could beneath the tentacles.

"Oh, yes!" The Doctor crowed as he turned back to the console. "Stifled for two hundred years, but not any more. The circle is broken. The Ood can sing."

He slammed his hand on a button, shutting down the current around the Ood brain and Lily's eyes widened as the singing stopped before starting again, slower than before but much lighter and happier than it had been.

Donna gasped as well, and she breathed in awe: "I can hear it!"

Lily laughed, and the Doctor walked over with a wide smile, hugging her as he beamed with them while Ood Sigma lifted his hands as he began singing too.

* * *

The trio stood with a group of Ood outside the Tardis, and the Doctor said in satisfaction: "The message has gone out. That song resonated across the galaxies. Everyone heard it. Everyone knows. The rockets are bringing them back. The Ood are coming home."

"We thank you, Doctor Lily Donna, friends of Oodkind." Sigma answered warmly, using his translator ball but it no longer lit up the way it had while they were captive. "And what of you now? Will you stay? There is room in the song for you."

"Oh, I've," the Doctor excused quickly, "I've sort of got a song of my own with Lily and, and, thanks."

He nodded back at the Tardis to show what he meant while Lily smiled as she hugged him and Donna rolled her eyes even as she beamed at the pair.

"I think your song must end soon." Sigma said rather abruptly, and Lily's smile dropped while the Doctor frowned slightly.

"Meaning?" He questioned, and Sigma explained vaguely: "Every song must end."

"Yeah." The Doctor said slowly, even as he and Lily couldn't quite shake the feeling that there was something more Sigma had meant.

He let it go for now, turning to Donna as he asked quietly: "Er, what about you? You still want to go home?"

"No." Donna replied with a small smile. "Definitely not."

"Then," the Doctor said with a smile as he turned to the Ood, "we'll be off."

"Goodbye, Sigma." Lily greeted warmly, and Sigma replied: "Take this song with you."

The Ood lifted their hands as they sang the bright song of freedom, and Donna smiled: "We will."

"Always." The Doctor and Lily promised, and Sigma said in farewell: "And know this, Doctor Lily Donna. You will never be forgotten. Our children will sing of the Doctor Lily Donna, and our children's children, and the wind and the ice and the snow will carry your names forever."

The trio smiled before they turned and headed back into the Tardis, leaving amidst the Ood's song.

*A/N Another chapter to make up for the one I missed last week!


	93. 33-1 The Sontaran Stratagem

"I can't believe I'm doing this!" Donna cried ecstatically while Lily cheered from the side.

"No, neither can I." The Doctor muttered as he anxiously watched Donna press buttons on the console, while wondering how he had let the two women talk him into this. Oh, wait, he did know how. Damn Lily, and her sweet but distracting kisses.

"Oh," the Doctor called as Donna flew them a little to the side, "careful."

He grabbed his hammer, whacking it on the console as he pulled a different lever, before stepping back again and letting Donna drive once more. Lily was laughing hysterically on the side as the Doctor watched the scanner intently while Donna drove, and her sides starting to ache as the Doctor ordered Donna quickly: "Left hand down. Left hand down!"

She did as he said, pushing a lever down, and they all stumbled a little as the Tardis rocked violently. The Doctor grabbed Lily, hanging onto her and keeping her steady as he examined his scanner, commenting: "Getting a bit too close to the 1980s."

"What am I going to do, put a dent in them?" Donna asked sarcastically, but the Doctor replied seriously: "Well, someone did."

Lily laughed while Donna shot him an incredulous look before focusing back on driving, when suddenly there was a ringing. Lily and Donna looked up in surprise, the former shooting the Doctor a look while Donna gasped: "Hold on. That's a phone."

The Doctor had returned Lily's look before he slowly moved around the console, heading to the source of the ringing with a grim expression. He slowly removed a mobile from the socket Lily had carefully placed it in – after the whole Titanic fiasco – and Lily came over to stare at the mobile just as intently as the Doctor was as he held it in his hand.

Donna meanwhile cried incredulously: "You've got a mobile? Since when?"

"It's not mine." The Doctor replied flatly, glancing at Lily questioningly.

She nodded encouragingly and the Doctor steeled himself before answering the phone.

"Hello?" He called, and Lily leaned in close to also listen and her eyes lit up just slightly as she heard Martha answer: "Doctor? It's Martha, and I'm bringing you and Lily back to Earth."

The Doctor nodded, staring at Lily as she stared back excitedly while he replied: "When and where?"

* * *

They landed the Tardis in the alleyway Martha had mentioned, and Lily ran out quickly while the Doctor finished parking the Tardis. Donna stayed with the Doctor, glancing after Lily curiously before shooting him a look for an explanation and he sighed.

"It's Martha." He explained, and Donna nodded in understanding.

"Ah." She commented.

Lily meanwhile had dashed out the Tardis doors, grinning widely as she saw the familiar dark-skinned girl, dressed in dark jeans and a black combat jacket.

"Martha!" She called as Martha's face broke into a wide smile and the woman came running to meet her halfway down the alley as the pair hugged ecstatically.

"Oh, Martha! It's so good to see you." Lily sighed while Martha beamed and she replied: "You too, Lily. I missed you."

They broke apart, Martha glancing over Lily's shoulder and her brow rising. Lily turned to see the Doctor standing just outside the Tardis doors, now wearing his long tan coat over his blue suit, watching them a little sheepishly and she smiled before stepping aside to let Martha greet the Doctor.

"Martha Jones." The Doctor commented as he strode over, and Martha smiled.

"Doctor." She greeted, and they hugged warmly.

"You haven't changed a bit." The Doctor commented, making Lily raise a brow while Martha teased: "Neither have you two."

"How's the family?" The Doctor asked as they let go, and Martha shrugged: "You know. Not so bad. Recovering."

Both Lily and the Doctor nodded understandingly, and the Doctor asked seriously: "What about you?"

Before Martha could reply, they heard the Tardis door creak behind them and all turned to see Donna stepping out, eyeing Martha warily.

"Oh?" Martha asked in a little surprise. "You've got another one? I'd have thought you would just fly off with Lily but I should have known you'd get someone else."

She glanced at the Doctor accusingly as she added with a little bite: "Didn't take you long to replace me, then."

The Doctor groaned, rubbing his eyes, but Lily grinned as Martha sent her a cheeky wink while Donna strode over.

"Don't start fighting." The Doctor warned Martha as he reopened his eyes and introduced: "Martha, Donna. Donna, Martha. Please don't fight."

He added pleadingly, making Lily grin widely behind him as Donna raised a brow. "Can't bear fighting."

"You wish." Donna replied flatly before sticking out her hand and Martha took it as the pair shook hands warmly.

"I've heard all about you." Donna greeted kindly. "They talk about you all the time."

Martha raised a brow and she answered as she sent her friends a glance: "I dread to think what he says."

"No, no, no." Donna replied quickly. "No, he says nice things. Good things."

The Doctor nodded quickly while Lily suppressed a smile as Donna rambled quickly: "Nice things. Really good things."

"Oh my God." Martha groaned as she pushed her hair out of her face with her left hand. "He's told you everything."

"Didn't take long to get over it though." Donna pointed out, her hand glancing down at Martha's hand as she grinned. "Who's the lucky man?"

"What man?" The Doctor asked blankly and Lily laughed. "Lucky what?"

"She's engaged." Lily chuckled, nodding at the ring on Martha's left hand and the Doctor blinked in surprise while Donna added in her playfully condescending way: "You prawn."

"Really? Who to?" The Doctor asked as Martha beamed and waggled her fingers for them.

"Tom." Martha replied, nodding at Lily as the brunette's eyes widened before she beamed. "That Tom Milligan. He's in pediatrics. Working out in Africa right now. And yes," she sighed as she rolled her eyes at Lily, "I know, I've got a doctor who disappears off to distant places."

"Tell me about it." Lily commented, and Martha laughed with her while the Doctor grinned and wrapped his arm around Lily's shoulder.

"Is he skinny?" Donna questioned, and Lily burst out laughing as Martha replied: "No, he's sort of… strong."

Lily grinned at the other woman, before her brows shot up as Donna commented flatly: "He," she pointed at the Doctor, "is too skinny for words. You give him a hug, you get a paper cut."

The Doctor stared, offended, while Martha laughed with Lily as Donna continued: "It's a good thing Lily's so tiny herself, otherwise I dread to think."

"Oh, I'd rather you were fighting." The Doctor grumbled under his breath, and Lily grinned as she nudged him playfully while he rolled his eyes at her.

"Speaking of which." Martha said suddenly as she remembered the nature of her call, and her walkie-talkie crackled.

"Doctor Jones, report to base, please. Over." A woman's voice called, and Lily blinked while Martha took the comm and called: "This is Doctor Jones. Operation Blue Sky is go, go, go."

She nodded at her friends to follow her, and the other three exchanged glances as Martha turned around, calling firmly: "I repeat, this is a go."

* * *

Lily stared in shock as they all stood watching a convoy of jeeps, trucks and squads of the Parachute Regiment roll passed them and towards the factory Martha had escorted them to. She glanced around the place as the soldiers sieged the factory, a commander shouting: "Unified Intelligence Taskforce. Raise that barrier, now!"

"UNIT…" Lily murmured, and the Doctor nodded grimly as a large truck drove passed.

As the soldiers ran about, taking the factory workers prisoner, the intercom called loudly: "All workers, lay down your tools and surrender."

"Greyhound Six to Trap One." Martha called into her walkie-talkie as she motioned for the other three to follow her inside. "B Section, go, go, go. Search the ground floor. Grid pattern delta."

"What are you searching for?" The Doctor asked curiously as they looked about at all the activity, and Martha explained as she held up an arm for them to halt: "Illegal aliens."

Lily stared at the woman while a truck drove passed them and soldiers ran about taking down workers and holding them in place while a man's voice called over the intercom: "This is a UNIT operation. All workers lay down your tools and surrender immediately."

"B section mobilised." Martha yelled into her walkie-talkie as she took off at a run, leaving the trio. "E section, F section, on my command."

Lily stared after the woman, her eyes sad as she recognized this Martha from that painfully long year, the year that never was. The Doctor's face was also grim and he hugged Lily tightly to his side as Donna asked quietly: "Is that what you did to her? Turned her into a soldier?"

The Doctor didn't respond, but Lily wrapped her arm around his waist comfortingly as she felt him tremble just slightly. They both regretted what had happened, and the effect it had had on not just them but all those who had been involved.

Martha walked back as things began to calm down slightly, the workers all detained and the soldiers setting up a perimeter, and as she rejoined the trio the Doctor asked: "And you're qualified now?" He nodded at her official medical card, clipped on her jacket front. "You're a proper doctor."

"UNIT rushed it through ,given my experience in the field." Martha replied pointedly, before she gestured for them to follow her as she walked away again. "Here we go. We're establishing a field base on site. They're dying to meet you."

"Wish I could say the same." The Doctor muttered under his breath, and Lily nodded in agreement as Martha led them into the back of a large pantechnicon truck.

"Operation Blue Sky complete, sir." Martha called as she walked into a large, state-of-the-art computer base. "Thanks for letting me take the lead."

She stopped beside an elderly gentleman dressed in full military uniform, decorated with medals, and Martha introduced as the trio entered behind her: "And, this is the Doctor and Lily Tyler. Doctor, Lily, Colonel Mace."

"Sir, ma'am." The Colonel greeted, instantly snapping into a salute.

"Oh, don't salute." The Doctor groaned in distaste, as he physically leaned away from the gesture, but the Colonel replied firmly: "But it's an honour, sir. I've read all the files on you, and the most recent files on Miss Tyler."

Lily also made a face at that, but the Colonel didn't notice as he turned back to the Doctor, adding pointedly: "Technically speaking, you're still on staff, sir. You never resigned."

The Doctor made another face while the Colonel leveled a look at the Doctor, and Donna gaped in surprise: "What, you used to work for them?"

"Yeah, long time ago." The Doctor muttered as he looked about the room. "Back in the 70's. Or was it the 80's? But it was all a bit more… homespun back then."

"I can imagine." Lily said dryly as she glanced about the room at the high-tech computers, and the Colonel commented pointedly: "Times _have_ changed, sir, ma'am."

"Yeah, that's enough of the 'sir'." The Doctor shot back, giving the Colonel a look of his own, and Lily added: "And please stop with the 'ma'am'."

The Colonel raised a brow while Martha grinned as she said a little chidingly: "Come on, though, Doctor, Lily."

She turned, leading them deeper in as she continued over her shoulder: "You've seen it. You've been on board the Valiant. We've got massive funding from the United Nations, all in the name of Home World Security."

Lily frowned, still unhappy with the idea of UNIT, and the Doctor's expression showed he was of similar mind. The Colonel added: "A modern UNIT for the modern world."

"What, and that means arresting ordinary factory workers, in the streets, in broad daylight?" Donna demanded, and the Colonel turned to her in surprise as she added scornfully: "It's more like Guantanamo Bay out there."

She pointed towards the way they'd come in from, and Lily nodded while the Doctor had removed his jacket, tossing it to the side as the Colonel stared at the redhead in confusion.

Donna caught the look and she introduced scathingly: "Donna, by the way. Donna Noble, since you didn't ask."

She rolled her eyes, before glancing at the man's attire again and adding snarkily: "I'll have a salute."

Lily raised a brow, suppressing a smile as the Colonel glanced over at the Doctor questioningly. The Doctor gave a slight nod, and the Colonel immediately snapped to attention before Donna as he greeted: "Ma'am."

"Thank you." Donna sniffed before moving to stand beside Lily who gave her a grin, while the Doctor leaned on the table before them as he questioned: "Tell me, what's going on in that factory?"

The Colonel answered grimly: "Yesterday, fifty-two people died in identical circumstances, right across the world, in eleven different time zones."

He nodded at the screen as it showed fifty-two red dots on a world map, and Lily frowned as the Doctor leaned on his fist thoughtfully while the Colonel continued: "Five a.m. in the UK, six a.m. in France, eight a.m. in Moscow, one p.m. in China."

"You mean they died simultaneously." The Doctor commented as he frowned at the screen, and the Colonel nodded.

"Exactly." He replied. "Fifty two deaths at the exact same moment, worldwide."

"How did they die?" Lily asked, and the Colonel replied darkly: "They were all inside their cars."

"They were poisoned." Martha said flatly.

Lily and the Doctor glanced over at her sharply, and Martha explained: "I checked the biopsies. No toxins. Whatever it is, left the system immediately."

"What have the cars got in common?" The Doctor questioned, and Martha shook her head as she answered: "Completely different makes."

The Doctor and Lily shared thoughtful looks, before looking back at Martha as she explained: "They're all fitted with ATMOS, and that," she pointed outside, "is the ATMOS factory."

"What's ATMOS?" The Doctor asked, and Donna scoffed: "Oh, come on. Even I know that. Everyone's got ATMOS."

Lily and the Doctor frowned, the latter turning to the brunette girl as he asked: "Did you have it?"

"No." Lily shook her head, and Martha gestured for them to follow her and the Colonel out as she explained: "It's relatively new."

Lily's frown deepened- the last time something like this had happened it had resulted in the longest year of her life. She sincerely hoped this wasn't going to be a repeat of that adventure, but she had a sinking feeling of déjà vu as Martha explained as they walked outside and into the ATMOS factory: "Stands for Atmospheric Omission System. Fit ATMOS in your car, it reduces CO2 emissions to zero."

Lily stared down at the factory assembly line where the workers were still being escorted out in orderly lines, while the Doctor questioned skeptically: "Zero? No carbon, none at all?"

Martha shook her head as she led them further down the catwalk, while Donna added: "And you get sat-nav and twenty quid in shopping vouchers if you introduce a friend. Bargain."

Lily pursed her lips in thought while the Doctor glanced over at a line of workers as they were led passed, before looking back at the Colonel as he explained from where he was walking with Martha in the lead: "And this is where they make it, Doctor."

He stopped and the Doctor leaned against the railings to stare down at the factory thoughtfully while Lily folded her arms, her brows furrowing in thought as the Colonel nodded out at the factory as he listed: "Shipping worldwide. Seventeen factories across the globe, but this is the central depot, sending ATMOS to every country on Earth."

"And you think ATMOS is alien." The Doctor stated rather than guessed, and the Colonel pointed out "It's our job to investigate that possibility."

He gestured for them to move once more, calling: "Doctor?"

The Doctor glanced up and followed the other man with a grim expression, while Lily glanced out at the factory once more before walking after them. The Colonel led the group through the factory, heading deeper inside as the Doctor peered around while Lily glanced at the workers as they were being ushered off.

The Colonel finally broke through a sheet of plastic strip curtains that led to a makeshift office, pointing out a device on the table as he said grimly: "And here it is, laid bare."

The Doctor peered at the machine, which looked almost like a GPS system, as the Colonel explained: "ATMOS can be threaded through any and every make of car."

"You must've checked it, before it went on sale." The Doctor commented, and Martha replied firmly: "We did. We found nothing. That's why I thought we needed an expert."

"Really? Who'd you get?" The Doctor asked disinterestedly as he turned away to examine the rest of the office, pulling on his glasses as he did.

There was a general pause as Martha raised her brows while the Colonel stared at the Doctor's back in disbelief. Lily tapped his arm, and he glanced at her as she lifted a brow while suppressing a smile. He blinked before glancing back at the others to see their expressions, Donna cocking her head at him in amusement.

"Oh, right." The Doctor muttered. "Me, yes. Good."

Martha rolled her eyes good-naturedly before smiling at Lily as she left, the Colonel going with her. The Doctor turned to examine the ATMOS device, Lily leaning in beside him to also look at it curiously, while Donna came over, asking: "Okay. So why would aliens be so keen on cleaning up our atmosphere?"

"A very good question." The Doctor muttered thoughtfully, his brows knitting as he pondered the situation they'd found themselves in.

"Maybe they want to help." Donna suggested. "Get rid of pollution and stuff."

Lily frowned, shaking her head as she wondered: "But why the deaths by car, then? And all of them had ATMOS attached to them- it seems too much of a coincidence."

Donna frowned, realizing the brunette was right, when the Doctor added suddenly: "Do you know how many cars there are on planet Earth?"

Donna shook her head while Lily guessed: "Somewhere between five hundred million and a billion?"

The Doctor nodded at her as he told them flatly: "Eight hundred million."

Lily's face became grim and the Doctor nodded again, before he leveled a look at Donna as he explained to the confused redhead: "Imagine that. If you could control them, you'd have eight hundred million weapons."


	94. 33-2 Rattigan

The Doctor was examining the ATMOS device components, and he declared as he read the readings on his detector: "Ionising nano-membrane carbon dioxide converter. Which means that ATMOS works. Filters the CO2 at a molecular level."

He turned, dashing off to examine another part of the device that Lily was already bending over, as the Colonel said impatiently: "We know all that, but what's its origin? Is it alien?"

"No." The Doctor replied surprisingly, and the Colonel came over to peer over the Doctor's shoulder. "Decades ahead of its time. Look, do you mind?" The Doctor added abruptly as he glanced at the Colonel. "Could you stand back a bit?"

Lily sighed and Martha raised a brow while the Colonel blinked before asking slowly: "Sorry, have I done something wrong?"

"You're carrying a gun." The Doctor replied sharply, not even bothering to give the other man a glance. "I don't like people with guns hanging around me, all right?"

Martha pursed her lips, glancing at the Colonel sheepishly as the man looked a little affronted. Lily glanced over, her face a mix of apology and defiance, and the Colonel raised his brows. However, he kept his polite composure as he muttered: "If you insist."

The man left, leaving the three old friends in the office, and Martha commented at the Doctor: "Tetchy."

"Well, it's true." The Doctor muttered tightly, and Lily sighed again.

"He's a good man." Martha argued, and the Doctor stood up abruptly, facing Martha as he said sharply: "People with guns are usually the enemy in my books."

He leveled a look at Martha as he added, a hint of accusation in his tone: "You seem quite at home."

"If anyone got me used to fighting, it's you." Martha said sharply, her tone also becoming accusatory and a little hostile.

"You don't see Lily turning into a soldier." The Doctor countered severely, and Martha scorned: "Right, compare me to your girlfriend! Of course she wouldn't, that's why you like her!"

"All right, that's enough!" Lily cut in sharply, and the Doctor snapped his mouth shut from where he had been about to respond to Martha in an outrage while Martha pursed her lips.

Lily leveled a stern look at them both as she said pointedly: "Martha, you know the Doctor better than to blame him like that. Doctor," she turned to the man severely, "it's not fair to accuse Martha like that. She's our Martha, and there's the proof."

She gestured at the other woman's empty pockets as she pointed out: "Is Martha carrying a gun?"

The Doctor pursed his lips before he sighed, nodding as he conceded Lily's point. He gave Martha an apologetic look, as he said quietly: "Sorry."

"Me too." Martha sighed, before she added softly: "It's all right for you. You can just come and go, but some of us have got to stay behind."

She looked between the Doctor and Lily, the latter giving her a sympathetic look as Martha added firmly: "So I've got to work from the inside, and by staying inside, maybe I stand a chance of making them better."

Lily beamed while the Doctor cracked a smile, saying lightly: "Yeah? That's more like Martha Jones."

"I learned from the best." Martha shrugged, although she too was smiling, and the Doctor said smugly: "Well."

"I meant Lily." Martha teased, and the Doctor pouted while Lily chuckled as Martha gave her a cheeky grin.

It was at that moment that Donna returned, calling loudly: "Oi, you lot."

They looked over, the Colonel rejoining them as well at Donna's call.

"All your storm troopers and your sonics." Donna said mockingly. "You're rubbish. Should've come with me."

"Why, where have you been?" The Doctor asked blankly, and Donna replied airily as she walked over: "Personnel."

Martha and the Colonel exchanged looks of surprise as Donna explained: "That's where the weird stuff's happening, in the paperwork. Because I spent years working as a temp, I can find my way round an office blindfold, and the first thing I noticed is an empty file."

She held up the file she had been carrying and Lily cocked her head questioningly while the Doctor asked in confusion: "Why, what's inside it? Or what's not inside it?"

Donna held up the file as she replied with a smug smile: "Sick days."

Lily's brows shot up as Donna opened the file to show them the completely empty folder as she said pointedly: "There aren't any. Hundreds of people working here and no one's sick. Not one hangover, man flu, sneaky little shopping trip, nothing. Not ever. They don't get ill."

"Donna, you're brilliant." Lily breathed, and Donna gave her a grin as the Colonel said numbly: "That can't be right."

He walked over to check the file himself, as though it would change anything, while Donna said smugly: "You've been checking out the building. Should've been checking out the workforce."

"I can see why they like you." Martha commented, nodding at her friends, and making the trio smile as she finished admiringly: "You are good."

"Super temp." Donna answered cheekily as she pointed to herself, and Lily teased: "More like super Donna."

"I like the sound of _that_." Donna laughed, making the women all smile, before the Colonel ordered: "Doctor Jones, set up a medical post. Start examining the workers. I'll get them sent through."

Martha nodded, taking the empty file from the Colonel, and she called as she left: "Come on, Donna. Give me a hand."

"Knew you'd like her." Lily whispered to Martha, and the other women winked back at the brunette as she walked out, Donna behind her.

The Colonel left as well, and the Doctor tugged on Lily's hand to signal he wanted her to follow him before he dashed off after the other man. Lily followed them, as the Doctor questioned the Colonel: "So this, this ATMOS thing. Where'd it come from?"

"Luke Rattigan himself." The Colonel replied, and Lily cocked her head once more while the Doctor asked pointedly: "And himself would be?"

* * *

"Child genius." The Colonel explained as he showed them the file on Rattigan back in the truck-base. "Invented the Fountain Six search engine when he was twelve years old."

Lily raised a brow, impressed, as the Colonel continued: "Millionaire overnight. Now runs the Rattigan Academy. A private school, educating students handpicked from all over the world."

"A hothouse for geniuses." The Doctor murmured. "Wouldn't mind going there."

The Colonel glanced at him, and the Doctor explained: "It would be fun to play with intellects at least somewhat close to Lily's, and therefore a little closer to my own."

"Humble, as always." Lily commented, and the Doctor gave her a cheeky grin while the Colonel stared at the Doctor in disbelief and some small annoyance.

* * *

"You are not coming with me." The Doctor complained irritably as he and Lily walked out into the garage bay, the Colonel striding along beside them. "I want to talk to this Luke Rattigan, not point a gun at him."

"It's ten miles outside London." The Colonel observed. "How are you going to get there?"

"Well then, get me a jeep." The Doctor countered, but the Colonel pointed out:

"According to the records you travel by Tardis."

"Yeah, but if there is a danger of hostile aliens," the Doctor replied, "I think it's best to keep a super-duper time machine away from the front lines."

"I see." The Colonel said flatly. "Then you do have weapons, but you choose to keep them hidden."

Lily raised a brow while the Doctor lifted his eyes to the sky as though praying for patience, the annoyance almost palpable around him. The Colonel ignored it as he turned, calling: "Jenkins?"

"Sir." A young man replied at once, turning and standing at attention.

"You will accompany the Doctor and take orders from him." The Colonel instructed, and the Doctor chimed in quickly: "Yeah, I don't do orders."

The Colonel turned, ignoring his comment as he told them seriously: "Any sign of trouble, get Jenkins to declare a Code Red. And good luck, sir."

He saluted in farewell, and the Doctor pointed out: "I said no salutes."

"Now you're giving orders." The Colonel answered quietly as he turned and left, making the Doctor pause and Lily snort, although she tried to hide it behind a cough.

"Oh, he's cheeky." The Doctor muttered, pouting at Lily as she agreed lightly: "Yeah, he is. Who knew he had that sort of side to him?"

She smiled innocently at the Doctor, and he frowned at her.

"You, Miss Tyler, are wicked." He accused, and she laughed at him as he wrapped his arms around her, pulling her against him as he grinned at her.

They turned as a familiar voice called: "Doctor. Lily."

"Donna." Lily greeted warmly as she faced the redhead who was walking up to them, and the Doctor added as he moved to stand beside Lily, his arm still wrapped around her waist: "Just in time. Come on, come on, we're going to the country. Fresh air and geniuses, what more could you ask?"

"I'm not coming with you." Donna admitted, making the other two pause. "I've been thinking."

Donna paused before she said firmly: "I'm sorry. I'm going home."

Lily raised a brow and she was about to reply, when the Doctor asked softly: "Really?"

She glanced over, before blinking as she saw a flash of hurt cross his face as Donna said seriously: "I've got to."

"Oh, if that's what you want." The Doctor said slowly and sadly, and Lily said slowly: "Doctor…"

"It, it's all right." The Doctor said quickly, and Lily stared at him as he continued distractedly: "I mean, it's a bit soon, and Lily really liked having you around. So did I, and I had so many places I had wanted to take you with us on."

Lily wondered if she should break the truth to him, but the Doctor was still rambling: "The Fifteenth Broken Moon of the Medusa Cascade, the Lightning Skies of Cotter Palluni's World, Diamond Coral Reefs of Kataa Flo Ko."

Lily glanced at Donna as he trailed off, and noting the redhead's expression she decided to just let it play out. The Doctor was staring at Donna forlornly before he gave her a warm smile as he finished sincerely: "Thank you. Thank you, Donna Noble, it's been brilliant. You've saved my life in so many ways. You're-"

He broke off as he stared at Donna's highly anticipatory expression, her face having morphed from serious to confused to expectant. The Doctor remembered Lily's tone from her attempt to say something earlier, and the penny dropped.

"You're just popping home for a visit, that's what you mean." The Doctor muttered in realization as he glanced at Lily and finally saw her amused expression.

Donna nodded, before she said flatly: "You dumbo."

"And then you're coming back." The Doctor muttered, and Lily sighed: "You're so melodramatic."

He made a face, especially as Donna teased: "Know what you are? A great big outer space dunce."

"Yeah." The Doctor mumbled as he rubbed his hand sheepishly along his jaw, and Lily laughed at him.

"Ready when you are, sir." Jenkins said cautiously from where he'd been standing by the jeep and close enough to have been able to hear the entire exchange.

The Doctor was staring up over Donna's head, suddenly finding the corner of the ceiling very interesting, and Lily patted his arm in teasing sympathy as Donna grinned at the embarrassed Time Lord. The redhead winked at the other woman before she started towards the jeep, calling over her shoulder: "What's more, you can give me a lift."

"Come on." Lily laughed as she took the Doctor's hand, pulling him along as they walked after Donna.

"She won't let this go." The Doctor groaned, and Lily replied with a smile: "No, she won't."

As though to confirm their words, Donna asked teasingly as they clambered into the jeep: "Broken moon of what?"

"I know, I know." The Doctor sighed, while Lily laughed again and making him pout sulkily. But as Jenkins took off, driving out of the factory, she leaned over to kiss the Doctor's cheek softly, making him smile as she grinned up at him before settling into her seat comfortably for the ride out.

* * *

After dropping Donna off at her street, the Doctor, Lily and Jenkins made their way to Rattigan Academy. As they drove up to the school grounds, Jenkins explained to the couple peering curiously out: "UNIT's been watching Rattigan Academy for ages. It's all a bit Hitler Youth. Exercise at dawn and classes and special diets."

"Turn left." The ATMOS GPS system directed, and Jenkins did as it said.

"Ross, one question." The Doctor said abruptly. "If UNIT think that ATMOS is dodgy-"

"Go straight on." The ATMOS directed, and Jenkins finished the Doctor's question for him as he said wryly: How come we've got it in the jeeps?"

He scoffed: "Tell me about it. They're fitted as standard on all government vehicles. We can't get rid of them till we can prove there's something wrong."

Lily and the Doctor frowned, looking at the ATMOS screen attached to the jeep front, while the ATMOS piped up: "Turn right."

"Drives me around the bend." Jenkins joked as he turned right around a curve in the street and Lily grinned while the Doctor said appreciatively: "Oh, nice one."

"Timed that perfectly." Jenkins said with a smile, and Lily laughed: "Yes, you did."

"Very good." The Doctor agreed, but their mood turned a little sour as the ATMOS piped up: "This is your final destination."

Lily glanced up at the impressive mansion, glancing over the outside as they all clambered out, before she followed the Doctor towards the front of the academy. Jenkins brought up the rear while Lily and the Doctor peered about, observing as a group of young adults, around Lily's age or younger, ran around the mansion grounds in bright orange training gear.

A young, small-ish man was standing with his hands behind his back, observing the view out into the city with his back to the exercising students, but Lily recognized him from the picture they'd seen earlier- Luke Rattigan.

"Is it PE?" The Doctor called lightly. "I wouldn't mind a kick around, I've got me daps on."

Rattigan turned around at the Doctor's voice, and he raised a brow as he glanced over the Doctor, Lily, and Jenkins in his UNIT military outfit.

"I suppose you're the Doctor?" Rattigan asked as he looked back at the Doctor, who smiled and waved as he said cheerily: "Hello."

"And Miss Tyler?" Rattigan checked as he glanced at Lily, who simply nodded with a polite smile.

"Your commanding officer phoned ahead." Rattigan explained with disdain as he walked over, and Lily raised a brow at his naturally dismissive tone.

The Doctor had also raised a brow and he replied a little more seriously as he leveled a look at the younger man: "Ah, but I haven't got a commanding officer. Have you?"

Rattigan's eye narrowed just slightly, but the Doctor suddenly reverted back to his cheerful self as he added: "Oh, this is Ross."

He nodded at Jenkins as he said cheerily: "Say hello, Ross."

"Good afternoon, sir." Jenkins greeted Rattigan politely, while the Doctor threw an arm around Lily's shoulders, spinning them both around and heading into the academy mansion as he called: "Let's have a look, then. I can smell genius! In a good way."

He walked inside on that note, thereby missing the petulant look that crossed Rattigan's face. But the genius boy simply followed quietly as the Doctor headed into one of the laboratories on the first floor, and Lily paused in the doorway to stare admiringly at what was going on.

The Doctor let go of her to dash about the lab, peering at each student working on a different invention as he exclaimed excitedly: "Oh, now, that's clever. Look. Single molecule fabric, how thin is that?! You could pack a tent in a thimble. Ooo!"

He crowed as he ran off to another station, peering around the student working as he rambled: "Gravity simulators. Terraforming, biospheres, nano-tech steel construction. This is brilliant. Do you know," he turned towards Rattigan, "with equipment like this you could, ooo, I don't know, move to another planet or something?"

He leveled another look at Rattigan, and Lily watched the boy as well as he seemed to pause before he said blandly, forcing a light smile: "If only that was possible."

"If only that were possible." The Doctor corrected and Rattigan paused again. "Conditional clause."

Lily looked between the two as they engaged in a stare-down, the Doctor not budging an inch as Rattigan's eyes narrowed angrily.

"I think you'd better come with me." The boy scowled, leading them out of the lab.

The Doctor and Lily exchanged quick looks as they followed, and Lily whispered: "He's not very happy to be outsmarted, is he?"

"No." The Doctor murmured back. "He has the classic shortcoming of a genius: he _has_ to be the cleverest in the room."

"Speaking from experience?" Lily teased and the Doctor winked: "Don't you know it."

Lily chuckled before she stopped as Rattigan led them into the reception area, which doubled as a recreation area. There was a large swimming pool in one side, several gaudy-looking plants to decorate the room, and what looked like an arcade game cabinet-like pod in the corner of the room, shaped as a large purple-black wheel. It even had a small console inside.

"You're smarter than the usual UNIT grunts," Rattigan said condescendingly as they walked in, "I'll give you that."

"He called you a grunt." The Doctor said to Jenkins seriously, before saying to Rattigan in a light tone: "Don't call Ross a grunt. He's nice. We like Ross. Look at this place."

The Doctor abruptly changed subjects as he peered about, glancing at the pod before looking around the rest of the room. Lily noted his interest in the pod, despite his feigned disinterest, so she purposefully kept her eyes away from the device as Rattigan asked impatiently: "What exactly do you want?"

"I was just thinking." The Doctor returned as he looked down his nose at Rattigan, his gaze sharp and stern. "What a responsible eighteen year old. Inventing zero carbon cars? Saving the world."

"Takes a man with vision." Rattigan snapped, but the Doctor mused: "Mmm, blinkered vision. Because ATMOS means more people driving. More cars, more petrol. End result, the oil's going to run out faster than ever. The ATMOS system could make things worse."

"Yeah. Well, you see, that's a tautology." Rattigan said suddenly and almost gleefully. "You can't say ATMOS system because it stands for Atmospheric Emissions System. So you're just saying Atmospheric Emissions System system. Do you see, Mister 'Conditional Clause'?"

He made air-quotes as he finished his tirade, and Lily stared at him while the Doctor said softly: "It's been a long time since anyone said no to you, isn't it?"

Rattigan's eyes narrowed and he said sulkily: "I'm still right, though."

"Not easy, is it, being clever." The Doctor observed, watching Rattigan carefully. "You look at the world and you connect things, random things, and think, why can't anyone else see it? The rest of the world is so slow."

"Yeah." Rattigan said wistfully, and Lily murmured pityingly: "And you're all on your own."

The Doctor glanced at her while Rattigan answered sharply: "I know."

"But not with that." Lily said suddenly and just as sharply as she pointed to the pod.

Rattigan stiffened while the Doctor nodded at Lily gleefully before saying to Rattigan smugly as he walked over to the pod: "Oh, by the way, Lily's terribly clever too. And, once again, she's right. But the question is, what is this doing here? Because there's no way you invented this thing single handed."

Rattigan glared at the Doctor, but he pointed out as he circled the pod: "I mean, it might be Earth technology, but that's like finding a mobile phone in the Middle Ages. No, no, I'll tell you what it's like. It's like finding this in the middle of someone's front room. Albeit it's a very big front room."

Lily rolled her eyes at him while Jenkins asked in confusion: "Why, what is it?"

"Yeah, just looks like a thing, doesn't it?" The Doctor mused. "People don't question things. They just say, 'oh, it's a thing.'"

"Doctor." Lily sighed, while Rattigan snapped: "Leave it alone."

The Doctor grinned at Lily before he stepped into the pod, ignoring Rattigan.

"Me, I'm like Lily." The Doctor proclaimed as he glanced at them from insides the pod. "We make these connections. And this, to me just as it did to Lily, looks like a teleport pod."

And with that the Doctor pushed a button, vanishing into thin air, leaving Rattigan to stare angrily, Jenkins blinking in shock, and Lily heaving a sigh.


	95. 33-3 ATMOS

Lily's head flew up in surprise as the teleport flashed once more, and the Doctor came running out, yelling: "Ross, get out!"

Jenkins immediately moved to run for the door as the Doctor's hand flew out to grab Lily's, and she quickly dashed alongside him as he led them towards Rattigan saying urgently as he tried to usher the boy to move: "Luke, you've got to come with me."

He reached his free hand into his pocket, pulling out his sonic just as a short figure appeared in the teleport. Lily, and Jenkins by the door, stared at the armoured stout alien that had appeared while the Doctor quickly pointed his sonic at the teleport, disabling it in a flurry of sparks before any more aliens could come through.

The alien paused, as though in surprise, and Jenkins hurried swiftly back to stand behind the Doctor as the Time Lord pushed Rattigan aside and pulled Lily behind him, placing her safely out of line of fire and beside Jenkins as the soldier pointed his gun firmly at the short alien.

"Sontaran!" The Doctor called sharply, and the Sontaran refocused on them, lifting its arm to point a laser cane at the Doctor.

But before it could shoot, the Doctor goaded: "That's your name, isn't it? You're a Sontaran. How did I know that, hey?"

The Sontaran paused, slowly lowering its cane as the Doctor taunted while pocketing his sonic once more: "Fascinating isn't it? Isn't that worth keeping me alive?"

"I order you to surrender in the name of the Unified Intelligence Taskforce." Jenkins called sharply, and the Doctor glanced at the man and his gun as he muttered: "Well that's not going to work."

He then turned his attention back to the Sontaran as he called: "Cordolaine signal, am I right?"

He then added to Jenkins and Lily under his breath: "Copper excitation stopping the bullets."

"How do you know so much?" The Sontaran demanded in a tinny voice through his helmet, and the Doctor shrugged: "Well."

He wandered off, dragging Lily back with him as he walked towards Rattigan's desk, while the Sontaran demanded: "Who is he?"

"He didn't give his name." Rattigan replied quickly, almost defensively, and Lily almost rolled her eyes at that- she would bet all the money in her savings account that these aliens would recognize the title 'Doctor'.

But she kept quiet as the Doctor piped up musingly: "But this isn't typical Sontaran behaviour, is it? Hiding?"

The Sontaran seemed to pause as Rattigan glanced back at the Doctor, who pointed out: "Using teenagers, stopping bullets? A Sontaran should face bullets with dignity. Shame on you."

"You dishonour me, sir." The Sonataran called sharply, and the Doctor simply taunted: "Yeah? Then show yourself."

"I will look into my enemy's eyes!" The Sontaran declared hotly, and Lily watched with interest as the strange alien removed its large, bowl-like helmet to reveal-

"Oh, my God." Jenkins blurted in surprise, while Lily stared at the rounded head of the alien before them. He looked almost like a potato with facial features- an ugly potato, too.

The Doctor was unaffected as he asked coolly: "And your name?"

"General Staal," the Sontaran replied proudly, "of the Tenth Sontaran Fleet. Staal the Undefeated."

Lily wrinkled her nose, the Doctor doing the same as he scoffed: "Oh, that's not a very good nickname. What if you do get defeated? 'Staal the Not Quite So Undefeated Anymore But Never Mind'?"

"Really?" Lily sighed and he shrugged, while Jenkins snorted as he said skeptically: "He's like a potato. A baked potato. A talking baked potato."

Both Staal and Rattigan turned to stare at Jenkins, and Lily said quickly: "Probably best not to be so rude."

"Exactly." The Doctor agreed as he wandered across the room. "You look like a pink weasel to him."

"Charming." Lily told him flatly and the Doctor winked as he picked up a squash racket.

Lily picked up the ball from the desk, playing with it as the Doctor continued, explaining: "The Sontarans are the finest soldiers in the galaxy, dedicated to a life of warfare. A clone race, grown in batches of millions with only one weakness."

"Sontarans have no weakness." Staal retorted swiftly, and the Doctor protested lightly: "No, it's a good weakness."

"Aren't you meant to be clever?" Rattigan wondered scornfully. "Only an idiot would provoke him."

"No," Lily corrected, "only a clever idiot would."

Rattigan stared at her in disbelief, while the Doctor winked at her before he explained to the group: "The Sontarans are fed by a probic vent in the back of their neck."

He patted the spot on his own neck with his racket and Lily saw Staal tense just slightly. So it was true.

"That's their weak spot." The Doctor continued as he leant on Jenkins, saying cheerfully: "Which means, they always have to face their enemies in battle. Isn't that brilliant? They can never turn their backs."

"We stare into the face of death." Staal retorted defiantly, and the Doctor raised a brow as he challenged: "Yeah? Well, stare at this. Lily!"

She threw the ball she'd been playing with at him immediately, and he whacked it with his racket into the teleport where it bounced off to hit Staal right on the probic vent.

Staal fell with a cry of pain and the Doctor ordered sharply: "Run!"

Jenkins didn't need to be told twice and Lily was already taking off, grabbing the Doctor's hand as she ran. The trio sprinted out of the room and the school, dashing back towards their car. They entered hastily, Lily hopping in before the Doctor hauled himself into the jeep as Jenkins settled into the driver's seat and quickly sped them away.

As soon as they were safely clear of the academy and its grounds, the Doctor pulled out a walkie-talkie, calling urgently: "Greyhound Forty to Trap One. Repeat, can you hear me? Over."

He was met with static silence and he tossed it aside in annoyance as Lily glanced at him worriedly.

"Why's it not working?" Jenkins asked worriedly, and Lily asked: "Is it the Sontarans?"

"Must be." He muttered and Lily's face paled as she glanced at the ATMOS device in their jeep.

The Doctor saw her look and nodded grimly as he said testily: "If they can trace that, they can isolate the ATMOS."

"Turn left." The ATMOS told them, and the Doctor immediately ordered Jenkins: "Try going right."

"It said left." Jenkins protested, and Lily answered quickly before the Doctor could be rude: "He knows. Just try go right."

Jenkins did as she said, trying to turn the wheel, but the jeep didn't budge. Both Lily and the Doctor's eyes widened as Jenkins let go of the wheel, staring at it in horror as he informed them: "I've got no control. It's driving itself."

"Doctor." Lily said worriedly and he leaned over her as Jenkins began to panic: "It won't stop."

The Doctor tried sonicing the ATMOS as Lily tried the doors behind the Doctor and she informed him worriedly: "They're locked."

"Ah, it's deadlocked." The Doctor groaned as he gave up soncing the ATMOS. "I can't stop it."

"Let me." Jenkins replied swiftly and he began trying to tear the ATMOS out as the Doctor sank back into his seat, his brows knitting furiously while Lily bent down to try see if she could pull some of the internal wires on the car.

But it didn't budge as the ATMOS repeated: "Turn left."

"The sat-nav's just a box, wired through the whole car." The Doctor told them shortly. "You can't stop it by pulling it out."

"What else can we do?" Lily questioned seriously as she sat back up and the Doctor pursed his lips, when the car suddenly swerved, heading down a different road.

They all glanced out, and their faces became grim as Jenkins realized in horror: "We're headed for the river."

"It's trying to drown us the same way it did all those people." Lily murmured, and the Doctor's eyes narrowed. Jenkins wrestled with the wheel desperately, but it did nothing as the jeep drove off the road and started across the rocky ground towards the river.

"ATMOS," the Doctor called sharply as they drove ever closer to the river, "are you programmed to contradict my orders?"

"Confirmed." The ATMOS replied, and Lily glanced over as the Doctor checked swiftly: "Anything I say, you'll ignore it?"

"Confirmed." The ATMOS repeated and Lily's hands clenched around the edges of her seat tightly as the Doctor ordered: "Then drive into the river."

Jenkins shot him and then Lily a look of utmost disbelief but Lily had a look of determination on her face as the Doctor yelled at the ATMOS: "I order you to drive into the river. Do it. Drive into the river."

Jenkins braced himself as they droved ever closer to the river and the Doctor's jaw was clenched tightly with worry. Lily leant into him, wrapping an arm around him as he did the same, both preparing for the worst as they watched the river come ever closer. At the very last second, the jeep came to a screeching halt at the river's edge and Lily almost fainted with relief.

But they weren't out of the woods yet, and the trio scrambled to exit the jeep, running from it as the ATMOS said: "Turn right. Left."

"Get down!" The Doctor yelled at Jenkins as he threw himself to the ground with Lily, shielding her.

Jenkins followed the order immediately and the trio threw their hands over their heads in preparation as they heard the ATMOS repeat, its voice crackling and varying strangely: "Left, right, left, right, left, left, right, left, right-"

Suddenly the ATMOS sparked before it short-circuited, releasing a little smoke. The trio slowly lifted their heads, and stared back at the jeep in surprise.

"Oh, was that it?" The Doctor asked, sounding a little disappointed, and Lily sighed.

* * *

They rang the doorbell to Donna's house, glancing around warily, before turning to face the door as Donna opened it.

"You would not believe," the Doctor announced, "the day we're having."

* * *

The Doctor walked over to inspect Donna's family car, checking under it and then popping up the bonnet to check the insides as Lily filled Donna in on what had happened while Jenkins informed them: "I'll requisition us a vehicle."

"Anything without ATMOS." The Doctor ordered, before adding sternly: "And don't point your gun at people."

Jenkins nodded as he left while Lily moved to peer inside the car with the Doctor and Donna started punching into her phone.

"Is it them?" An elderly voice called suddenly from Donna's doorway and coming closer. "Is it them? Is it the Doctor and your Lily?"

Lily glanced over before pausing in surprise as she recognized the old man who'd run up excitedly.

"Oh!" She said in surprise, while the man exclaimed: "Ah, it's you two!"

"Who?" The Doctor asked as he glanced over, before he paused in recognition as well.

"Oh, it's you." He said in surprise as he straightened up beside Lily to stare at the man they'd met last Christmas.

"What, have you met before?" Donna asked in surprise as she held her phone to her ear, and the old man explained: "Yeah, Christmas Eve. They disappeared right in front of me."

"And you never said?" Donna demanded, and Lily suppressed a smile as the old man retorted: "Well, you never said."

He then turned back to the couple as he introduced: "Wilf, sir, ma'am. Wilfred Mott. You must be one of them aliens."

"Not me. He is though." Lily replied, pointing at the Doctor, who rolled his eyes.

Taking her finger and shifting their hands so he could hold hers he said a little sarcastically: "Yeah, but don't shout it out."

He then nodded at Wilf as he shook Wilf's hand with his free one, saying cheerfully: "Nice to meet you properly, Wilf."

"Oh," Wilf gasped admiring, "an alien hand."

' _I can see where Donna gets it from._ ' Lily thought fondly as she removed her hand from the Doctor's to also shake Wilf's hand while the Doctor asked Donna: "Donna, anything?"

"She's not answering." The redhead replied anxiously. "What is it, Sontorans?"

"Sontarans." The Doctor corrected her pronunciation, and Lily wondered: "But can't be just remote controlling cars. What can they do with just that?

"I know." The Doctor replied grimly, before checking with Donna again: "Is anyone answering?"

"Hold on." Donna murmured, holding up a finger.

They waited, and Lily sighed in relief as Donna said quickly: "Martha. Hold on, he's here."

She handed her phone over to the Doctor, who called quickly: "Martha, tell Colonel Mace it's the Sontarans. They're in the file. Code Red, Sontarans. But if they're inside the factory tell them not to start shooting. UNIT will get _massacred_."

He met eyes with Lily, who was watching anxiously, as he signed off: "I'll get back as soon as I can. You got that?"

"Code Red Sontaran." Martha answered briefly before ending the call. "Gotcha."

The Doctor handed the phone back to Donna as he whipped on his glasses before he pulled out his sonic, and Donna protested as the Doctor began scanning the ATMOS in her car: "But you tried sonicing it before. You didn't find anything."

'Yeah, but now I know it's Sontaran, I know what I'm looking for." The Doctor replied, and Lily leaned in as well to watch what he was doing.

"The thing is, Doctor," Wilf piped up worriedly, "that Donna is my only grandchild. I know Donna's said you've got Lily, and she will obviously be your priority, but you got to promise me you're going to take care of her."

Lily chuckled as she answered with a grin at the redhead: "She takes care of him. And me, come to think of it."

Donna grinned as the Doctor nodded while he worked on scanning the ATMOS device inside the car bonnet, and Wilf chuckled in agreement: "Oh yeah, that's my Donna. Yeah, she was always bossing us round when she was tiny."

Donna's face fell into a grimace and Lily hid a smile while Wilf went on: "The Little General we used to call her."

"Yeah, don't start." Donna sighed, but Wilf ignored her as he continued: "And some of the boys she used to turn up with. Different one every week. Here, who was that one with the nail varnish?"

He laughed, while Lily raised a brow and Donna sighed: "Matthew Richards. He lives in Kilburn now. With a man."

"Ouch." Lily winced, and Donna nodded as she sighed: "Tell me about it. You're lucky you've got yourself a steady man."

Spikes suddenly popped up out of the ATMOS device in the Nobles' car, and the Doctor called in surprise: "Whoa."

"Yeah, not so sure about that." Lily told Donna, who grinned, while the Doctor crowed triumphantly: "It's a temporal pocket! I knew there was something else in there. It's hidden just a second out of sync with real time."

He turned to look at Lily as he added: "And I heard that."

"Focus." She chided, and he turned back to the device as Donna wondered: "But what's it hiding?"

The Doctor shrugged as he leaned further into the bonnet, Wilf doing the same while Lily looked up in surprise as a woman called mockingly: "I don't know, men and their cars."

She watched as the woman, whom Lily recognized as Donna's mother from that awful wedding almost two years ago, waltzed up, saying: "Sometimes I think if I was a car."

She stopped as she saw Lily and then glanced down to see the Doctor just as he glanced over.

"Oh, it's you!" Donna's mother gasped angrily. "Doctor… what was it?"

"Yeah, that's me." The Doctor replied as he waggled his fingers at her while he bent back down over the ATMOS.

The woman scowled at him and then Lily while Wilf asked in surprise: "What, have you met him as well?"

"Dad, it's the man from the wedding." Donna's mother explained. "When you were laid up with Spanish flu."

Donna rolled her eyes while Lily bent down with the Doctor over the ATMOS, and the woman continued severely: "I'm warning you, last time that man turned up it was a disaster."

"Doctor!" Lily cried at that timing as the spikes began to give off a thick gas, and the Doctor quickly pulled her back with him as he ordered the Nobles: "Get back!"

The Doctor quickly pointed his sonic at the ATMOS, muttering: "That'll stop it."

There was a bang and the device sparked, before shorting out. The Doctor's face was grim as he moved to check it, and Donna's mother gasped accusingly: "I told you. He's blown up the car!. Who is he, anyway? What sort of doctor blows up cars?"

"Oh, not now, Mum." Donna groaned as Lily moved to stand beside the Doctor.

"Oh, should I make an appointment?" Donna's mother asked scathingly before she stalked off in a huff.

"Doctor, what was that?" Lily asked quietly, and he frowned as h answered: "That wasn't just exhaust fumes, Some sort of gas. Artificial gas."

He looked around with a frown, while Wilf asked confusedly: "And it's aliens, is it? Aliens?"

"But…" Lily whispered quietly as she too stared around the street at all the cars parked along the road. "Doctor, if that gas is poisonous…"

He nodded grimly, while Donna gasped as she too understood the situation: "But if it's poisonous, then they've got poisonous gas in every car on Earth."

"Every two cars." Lily whispered. "Four hundred million. It would kill the planet."

Donna's mouth fell open in horror while the Doctor stared at all the ATMOS stickers that could be visible on every car on the street. Wilf meanwhile moved to the car, calling determinedly: "It's not safe. I'm going to get it off the street."

"No, don't get in the car-" Lily began when the car door shut on its own accord and they all heard a distinct click.

"Hold on!" Donna cried as the car switched on by itself and thick gas began to come out of the exhaust pipe. The Doctor moved quickly to try and stop the device in the bonnet while Lily hurried forward to help Donna as the redhead tugged uselessly against the car door.

"Turn it off." Donna ordered, but Wilf could only stare at them in horror and fear.

"Granddad, get out of there!" Donna cried, and Wilf shouted back in a panic: "I can't! It's not locked!"

He showed them the keys still in his hand to prove he hadn't turned the car on, and Donna began to tug furiously on the door while Wilf pounded on the windows as he called fearfully: "It's them aliens again!"

"Wilf, we'll get you out!" Lily promised as she began to pull at the doors with Donna while Donna's mother called from the doorway where she'd stopped to stare at the chaos in shock: "What's he doing? What's he done?"

The Doctor was trying to sonic the ATMOS in the Nobles' car, and he shouted at Lily despairingly: "They've activated it!"

"Doctor, the gas, it's also starting inside the car!" Lily cried as she saw Wilf beginning to choke on the gas inside, and Donna shouted in panic: "He's going to choke! Doctor!"

He came running over, and the two women moved aside as the Doctor tried to sonic the door, before he bit out as he tugged uselessly on the door: "It won't open!"

He let go of the door as car alarms began to blare all along the street, and he realized in horror as he saw the gas spilling from every car that had had an ATMOS sticker on it: "It's the whole world."

Donna moved back to wrestle with the car door while Wilf called despairingly: "Help me!"

The Doctor moved back to the bonnet while Lily ran to where Donna's mother stood all while Donna fought with the car door and Wilf begged: "Get me out of here!"

Lily ran up to Sylvia and she urged: "Do you have a garden trowel or something sharp and hard?"

"Uh, we have…" She began and Lily ordered: "Show me!"

They ran inside the house as the Doctor gave up on the car bonnet, staring out in despair at the gas pouring out and starting to fog up the entire street while Wilf collapsed inside the car, and Donna screamed desperately: "Doctor!"


	96. 34-1 Poison Sky

The Doctor lay underneath the back of the Nobles' car as he tried to disable the ATMOS system, while Donna screamed hysterically as she stared at her grandfather trapped inside the car: "He's going to choke. Doctor!"

"It won't open." The Doctor shouted despairingly as his sonic did little to stop the car, and Donna was going wild with worry as Wilf began to cough uncontrollably.

The Doctor glanced over suddenly as he heard a pair of running feet, and he sat up as Lily came running over carrying an axe of all things. Donna's mother, Sylvia, was right beside her and the woman shoved the still open bonnet back down as Lily swung the axe at the car windshield.

Wilf covered his face with his hands protectively as Lily cracked the windshield before breaking it on her second swing, all while Donna and the Doctor stared in shock.

"Quickly, get him out!" Lily ordered as she and Sylvia began clearing the glass as best as they could, and the Doctor moved quickly to help them as Donna moved to help Wilf climb carefully out of broken windshield and back outside to safety.

"Where'd you find an axe?" The Doctor demanded as the Nobles began to help Wilf back inside the house, and Lily explained: "Sylvia."

"I can't believe you've got an axe." Donna said in a mix of awe and exasperation as she looked at her mum over Wilf's head, and Sylvia explained: "Burglars."

Her tone was almost identical to Donna's when the redhead just shrugged off impossibly strange actions as though they were completely normal, and it almost made Lily pause in surprise.

The Doctor ushered her to keep moving, while he ordered Sylvia and Wilf: "Get inside the house. Just try and close off the doors and windows."

They all glanced back as a voice called through the thick fog the gas was creating: "Doctor."

Lily spotted Jenkins sitting in the driver's seat of a cab, and he yelled to them: "This is all I could find that hasn't got ATMOS."

The Doctor immediately ran for it, while Lily hesitated and she glanced back at Donna who had stopped in her doorway.

"Donna?" She asked, and her tone was careful. Donna looked over, squinting through the smoke and she could see Lily's questioning gaze.

"I'm coming!" She called firmly, and Lily nodded before rushing to join the Doctor.

"Donna?" He asked, and Lily told him: "She's coming."

They waited patiently for a few seconds as they saw what appeared to be Sylvia begging her daughter to stay. Wilf, however, pushed his daughter away as he urged Donna forward, and Lily's face became grim as she watched Donna dash towards them while Sylvia protested and Wilf waved.

Donna climbed in as Wilf called, waving wildly: "Bye!"

The Doctor's face was also grim as he nodded for Jenkins to move and they drove quickly back towards the ATMOS warehouse. There was so much already at stake, and Wilf's unwavering trust in them weighed heavily on the pair.

The second Jenkins parked the cab outside the ATMOS warehouse, the trio hurried out of the car, the Doctor calling sharply: "Ross, look after yourself. Get inside the building."

"Will do." Jenkins replied immediately, and the Doctor took Lily's hand to hurry off as Jenkins called into his comms behind them: "Greyhound Forty to Trap One. I have just returned the Doctor to base safe and sound. Over."

The trio headed quickly off towards the outside of the warehouse facility, and Donna groaned as she and Lily squinted through the fog-like gas: "The air is disgusting."

"It's not so bad for me." The Doctor answered briefly before he nodded to Donna. "Go on, get inside the Tardis."

"What about Lily?" She asked, and the Doctor pulled out a mask from his jacket.

"I've only got the one-" He started to explain, and Donna finished for him: "-And you'd rather Lily stayed nearby. Gotcha."

Lily wrinkled her nose, but Donna waved it off as she said while wrinkling her own nose: "I don't want to be around him without you anyway- he can be _such_ a whiner."

"Donna!" The Doctor complained, while Lily chuckled although it ended in a cough from the gas, and Donna simply rolled her eyes as she made to leave as the Doctor quickly fastened the mask around Lily's mouth.

"Oh, wait, hang on Donna!" Lily called, and the redhead paused, turning back as Lily told the Doctor: "You've never given her a key."

"Oh!" He exclaimed before digging around in his pocket and producing one of the Tardis keys.

"Keep that." He told Donna as he held it up. "Go on, that's yours. Quite a big moment really."

He beamed fondly, making Lily roll her eyes while Donna also coughed as she said dryly: "Yeah, maybe we can get sentimental after the world's finished choking to death."

"Good idea." The Doctor muttered, before taking Lily's hand and they took off towards where the UNIT mobile headquarters had been parked earlier.

"Where are you going?" Donna called, and the Doctor replied shortly: "To stop a war!"

The pair hurried off as Donna headed for the Tardis, and Lily asked as they ran: "All right, so why did you send Donna by herself?"

"I only had one mask." The Doctor replied lightly, but Lily raised a brow as they ran up to the large black truck.

"You think the Tardis isn't safe." She accused, and the Doctor sighed before nodding reluctantly.

"It _is_ safe." He insisted quickly as Lily's eyes turned stormy. "It's just what I'll need her to do from inside that's not."

"I should've known." Lily groaned, but the Doctor grabbed her shoulders just before they entered the mobile headquarters, and he said quietly: "I need you here. Donna will be fine, but there's something that's not quite right here. I want you to help me figure it out."

"… You're just saying that to keep me from arguing." Lily sighed, and before the Doctor could say anything else she added shrewdly: "Fine. I trust you, Doctor, so even if you won't be completely honest with me I'll trust that you have an idea on how to fix this."

She gestured at the gas around them and he grinned.

"You know me well." He noted, and she teased: "Yes I do- that's why I know you don't have a plan yet."

He made a face and she laughed, before she tugged on his hand and led him inside the UNIT headquarters. But before they reached the main room, the Doctor whipped off Lily's mask and kissed her quickly. She blinked in surprise and he gave her a cheeky wink before heading on inside.

"Right then, here I am." He called and the Colonel turned to face him. "Good. Whatever you do, Colonel Mace," he added severely, "do _not_ engage the Sontarans in battle."

Lily walked in as well as the Doctor told the Colonel sternly: "There is nothing they like better than a war. Just leave this to me."

"And what are you going to do?" The Colonel inquired skeptically, and Lily raised a brow as the Doctor announced quietly: "I've got the Tardis. I'm going to get on board their ship."

That was contrary to what he'd said until now, and it made Lily frown as he quickly headed over to Martha, whispering: "Come on."

He turned and came back towards Lily, patting the Colonel on the back as he passed the other man. The Colonel scowled a little but didn't say anything as the Doctor took Lily's hand once more and the pair left the headquarters once more, Martha right behind them.

The trio ran quickly, Lily wondering what was going through the Doctor's head. But she stayed quiet, sensing that was what he wanted, as they dashed off towards where they'd parked the Tardis.

Her brows shot up in surprise and disbelief however, when they rounded the corner to the alleyway and they saw no Tardis.

"What?" She gasped as they skid to a stop right where the Tardis had been.

The Doctor let go of her hand, examining the empty air intently as Martha ran up behind them, gasping as she caught her breath back: "But where's the Tardis?"

"Taste that, in the air." The Doctor murmured as he licked at thin air. "Yuck. That sort of metal tang."

Lily frowned, and she asked: "Teleport?"

"Teleport exchange." He corrected as they walked back to where Martha stood at the alleyway entrance. "It's the Sontarans. They've taken it."

He frowned as he murmured in disbelief: "I'm stuck," Lily frowned, "on Earth like…" He trailed off. "Like an ordinary person. Like a human. How rubbish is that? Sorry," he added as he turned to the two women, "no offence, but come on."

Lily was frowning at him, wondering why he was acting, while Martha demanded: "So what do we do?"

"Well…" The Doctor began slowly.

"I mean, it's shielded." He said abruptly, as though in thought but Lily suddenly understood exactly what he was getting at. "They could never detect it."

"What?" Martha asked impatiently, but Lily knew what the Doctor was hinting at.

She asked Martha suddenly: "Oh, by the way Martha, have you phoned your family and Tom?"

"No." Martha replied dismissively. "What for?"

"The gas." The Doctor pointed out as he leveled a look at Martha. "Tell them to stay inside. "

Martha's face took on a look of realization, and she said quickly: "Course I will, yeah but, what about Donna? I mean, where's she?"

The Doctor raised a brow, while Lily frowned just slightly before smoothing it out to reply sadly: "She went home."

Martha raised a brow, while the Doctor explained with an unreadable expression on his face: "She's not like you. She's not a soldier."

Martha just gave him a blank look, confirming once and for all what he and Lily suspected. There was no way the real Martha wouldn't have taken offence to that comment.

"Right." The Doctor proclaimed. "So. Avanti."

He nodded at them as he turned and ran off, the girls following quickly.

* * *

"Change of plan." The Doctor announced as he dashed back into UNIT headquarters, Lily and Martha right behind him as he shrugged out of his jacket and tossed it to the side.

"Good to have you fighting alongside us, Doctor." The Colonel greeted, and the Doctor corrected shortly: "I'm not fighting. I'm not-fighting, as in not hyphen fighting, got it?"

He gave the Colonel a look, before hurrying through the base as he asked to the group at large: "Now, does anyone know what this gas is yet?"

He nodded at a cylinder full of the sample gas sitting in one corner of the room, and Martha explained: "We're working on it."

"It's harmful," a woman explained from where she was sitting before one of the monitors near the large screen wall at the front of the room, "but not lethal until it reaches eighty percent density. We're having the first reports of deaths from the centre of Tokyo City."

Both the Doctor and Lily walked over, peering at the screen, and the Doctor asked: "And who are you?"

The woman glanced up before quickly getting to her feet and saluting as she introduced: "Captain Marion Price, sir, ma'am."

She saluted Lily as well, who made a face while the Doctor sighed: "Oh, put your hand down. Don't salute."

He then walked back off towards the Colonel while Lily leaned over to read the reports on Captain Price's screen. The Captain graciously moved, offering her seat to the younger woman, and Lily took it with a grateful nod.

The Colonel added as the Doctor paced behind him: "Jodrell Bank's traced a signal, Doctor, coming from five thousand miles above the Earth. We're guessing that's what triggered the cars."

The Doctor quickly typed at the computer before the Colonel to pull up the image on the front screen and Lily glanced up to see a map of the solar system with pulsing red dot outside the Earth's atmosphere.

"The Sontaran ship." The Doctor murmured, and the Colonel added firmly: "NATO has gone to Defcon One. We're preparing a strike."

"You can't do that!" Lily said, appalled as she whipped back around to stare at the Colonel.

The Doctor added as he moved about the main console: "Nuclear missiles won't even scratch the surface. Let me talk to the Sontarans."

"You're not authorised to speak on behalf of the Earth." The Colonel protested, and Lily raised a brow while the Doctor countered darkly: "I've got that authority. I earned that a long time ago."

And with that, he pulled out his sonic and pointed it at the communications system before calling: "Calling the Sontaran Command Ship, under Jurisdiction Two of the Intergalactic Rules of Engagement. This is the Doctor."

An image appeared on the main screen, showing two Sontarans dressed in their military gear but without their helmets.

"Doctor," one called, and Lily recognized his voice as General Staal, "breathing your last?"

"My God," the Colonel gaped, "they're like trolls."

"Lovely." Lily deadpanned, and the Doctor agreed as he said to the Colonel sarcastically: "Yeah, loving the diplomacy, thanks. So!"

He moved to stand by Lily, closer to the screen as he called: "Tell me, General Staal, since when did you lot become cowards?"

He settled into a chair beside his girlfriend, and Lily suppressed a snort as Staal shouted at the Doctor indignantly: "How dare you!"

"Oh, that's diplomacy?" The Colonel asked sarcastically, while Lily sighed: "Must you men always be so rude?"

"Doctor," Staal bellowed, "you impugn my honour."

"Yeah," the Doctor mused, "I'm really glad you didn't say 'belittle', because then I'd have a field day."

"Doctor." Lily chided as Staal fumed, and the Doctor quickly became serious as he demanded skeptically: "But poison gas? That's the weapon of a coward and you know it."

Well, almost serious.

"Staal, you could blast this planet out of the sky." The Doctor pointed out with a frown. "And yet you're sitting up above watching it die. Where's the fight in that? Where's the honour?"

He paused, before adding challengingly: "Or, are you lot planning something else, because this isn't normal Sontaran warfare." He narrowed his eyes. "What are you lot up to?"

"A general would be unwise to reveal his strategy to the opposing forces." Staal retorted, and the Doctor taunted: "Ah, the war's not going so well, then. Losing, are we?"

"Such a suggestion is impossible." Staal shouted back indignantly, making Lily raise a brow while the Colonel asked, puzzled: "What war?"

"The war between the Sontarans and the Rutans." The Doctor explained. "It's been raging, far out in the stars, for fifty thousand years."

Lily turned to stare at the Doctor incredulously, but he was staring at the Sontarans with dark eyes as he spat: "Fifty thousand years of bloodshed, and for what?"

"For victory." Staal replied proudly. "Sontar-ha."

He began to chant, clapping his laser cane to his other fist, and the other Sontarans joined in as they chanted: "Sontar-ha. Sontar-ha. Sontar-ha. Sontar-ha. Sontar-ha."

"They aren't serious." Lily said flatly, and the Doctor answered as he rolled his eyes: "Oh, they are. Oh, give me a break."

He pulled out his sonic once more, pointing it at the screen and switching it to show a cartoon instead.

"Doctor." The Colonel called severely as he walked over indignantly. "I would seriously recommend that this dialogue is handled by official Earth representation."

"You have one- what would you call Lily?" The Doctor countered, before he pointed his sonic at the screen again to show the Sontarans once more.

"Finished?" He taunted, and Lily had to refrain herself from rolling her eyes at his childishness. He was just doing it to get under the Sontarans, and the Colonel's, skins.

' _He is such a child sometimes._ ' She sighed, while Staal snapped at the Doctor: "You will not be so quick to ridicule when you'll see our prize. Behold."

The screen widened to show the Tardis standing behind the Sontarans, and both Lily and the Doctor immediately straightened up. So, the Sontarans _had_ taken it.

"We are the first Sontarans in history to capture a Tardis." Staal said smugly, and the Doctor murmured as he stared at the Tardis: "Well, as prizes go, that's… noble."

Lily slid her eyes across to him briefly before looking back at the screen as he continued: "As they say in Latin, Donna nobis pacem. Did you never wonder about its design?" He added randomly. "It's a phone box. It contains a phone. A telephonic device for communication. Sort of symbolic."

The Colonel looked at the Doctor like he was mad, but Lily was praying silently that Donna understood his hints as the Doctor said pointedly as he stared at the screen intently, knowing the Tardis monitor would have picked up his communication link to the Sontarans: "Like, if only we could communicate, you and I."

"All you have communicated is your distress, Doctor." Staal retorted, and the Doctor leaned back casually once more as he replied: "Big mistake though, showing it to me."

He waved his sonic before the screen as he added tauntingly: "Because I've got remote control."

Lily almost sighed as Staal stiffened before he ordered quickly: "Cease transmission!"

They lost the connection, and Lily did sigh as the Doctor shrugged: "Ah, well."

"That achieved nothing." The Colonel said flatly, but he was surprised as Lily shrugged as she replied lightly: "Oh, you'd be surprised."

* * *

The Doctor stood reading Martha's clipboard and furtively shooting the woman odd looks while Martha listed for him: "There's carbon monoxide, hydrocarbons, nitrogen oxides, but ten percent unidentified. Some sort of artificial heavy element we can't trace. You ever seen anything like it?"

The Doctor leaned in to stare at the gas cylinder as he frowned, murmuring: "It must be something the Sontarans invented. This isn't just poison. They need this gas for something else. What could that be?"

"Doctor!" Lily called suddenly from where she had been by the computer screens, alarmed by what she was seeing, and he turned to her just as Captain Price announced: "Launch grid online and active."

"No, stop, do not activate it!" Lily argued, but the Colonel countered firmly to his soldiers: "Positions, ladies and gentlemen, Defcon One initiatives in progress."

"You'll get us all killed." Lily snapped at him as the Doctor stormed over, snarling furiously: "I told you not to launch!"

"The gas is at sixty percent density." The Colonel retorted sharply as he turned to face the couple. "Eighty percent and people start dying, Doctor. We've got no choice."

"There's always a choice, and nuclear is _never_ the right one!" Lily argued, but he simply met her gaze coolly as Captain Price announced: "Launching in sixty," the Doctor gripped his head as he stared with wide-eyed horror at the situation unfolding before him, "fifty nine, fifty eight, fifty seven, fifty six. Worldwide nuclear grid now coordinating."

"Stop it, now, while you can!" Lily yelled at the Colonel but he retorted: "I am doing what is best for our race, Miss Tyler."

"Fifty four, fifty three."

"That's what Harriet Jones and Yvonne Hartman said, and look what happened to them." Lily snapped back, making the Colonel's eyes narrow.

But still he didn't retract his order as Price counted down to thirty seconds, and Lily threw her hands up in despair.

"You're making a mistake, Colonel." The Doctor warned as he took Lily into his arms. "For once, I hope the Sontarans are ahead of you."

"North America, online." Price called as they saw the red dots appear on the world map corresponding to her reports. "United Kingdom, online. France, online. India, online. Pakistan, online. China, online. North Korea, online. All systems locked and coordinated. Launching in ten, nine, eight, seven, six, five-"

"God save us." The Colonel murmured.

"-Four, three, two, one."

Lily tensed as did the Doctor, all bracing for the worst as Price announced grimly: "Zero."


	97. 34-2 Signal

Nothing happened.

There was a moment's pause as everyone waited with baited breath, before the main screen flickered and then switched off, the world map disappearing as the screen went black.

"What is it?" The Colonel demanded as the Doctor and Lily exchanged glances before furtively looking over at Martha. "What happened? Did we launch? Well, did we?"

Lily's eyes narrowed slightly as she saw Martha looking calmly at the screen, holding her cell phone open before her. She and the Doctor exchanged another look as Captain Price replied in confusion: "Negative, sir. The launch codes have been wiped, sir. It must be the Sontarans."

The Doctor and Lily slowly edged over to where Martha was standing as the Colonel demanded: "Can we override it?"

"Trying it now, sir." Captain Price reported as she flipped switches and typed at her computer.

Lily leaned back against the wall as the Doctor stopped casually beside Martha, commenting loudly: "Missiles wouldn't even dent that ship, so why are the Sontarans so keen to stop you?"

He turned his head to look at Martha as he asked almost nonchalantly: "Any ideas?"

Martha glanced at him before replying a little scathingly: "How should I know?"

Lily lifted a brow but otherwise stayed quiet as the Doctor scrutinized Martha for a moment before turning away again.

"Is that so?" He murmured almost absently.

Suddenly, the headquarter comms crackled, and Jenkins called sharply: "Greyhound Forty declaring absolute emergency!"

Lily and the Doctor whipped around and the Doctor quickly leaned over the speakers with Lily peering around him anxiously as Jenkins reported: "Sontarans within factory grounds. East corridor, grid six."

"Absolute emergency." The Colonel repeated. "Declaring Code Red. All troops, Code Red."

"Get them out of there." The Doctor whispered urgently, and Lily glanced at him. The Doctor's tone told her exactly what 'Code Red' meant, and what would happen if they followed.

The Colonel glanced at the Doctor briefly before he turned away as he ordered firmly: "All troops, open fire."

"You don't understand, it won't work." Lily urged him desperately as she remembered the cordolaine signal at the academy. If the Sontarans were attacking, they could be sure that none of their guns would work.

"I don't expect you to understand military protocol, Miss Tyler-" The Colonel began severely, and the Doctor hissed: "But she and I know alien, and believe me when I say you need to get them out!"

The Colonel paused as he read the utmost desperation and despair in the pair's eyes, but it was already too late.

"Guns aren't working." Jenkins reported shortly. "Inform all troops, standard weapons do not work."

Lily's blood ran cold as Jenkins' words were followed by cries of pain as the UNIT troops were shot and killed. She clutched the Doctor, her eyes welling with tears and he held her tightly as Jenkins called, his voice firm and brave: "Tell the Doctor it's that cordolaine signal. He's the only one who can stop them."

There was a sound of a laser blast and then static over the comms, leaving a deadly silence in the control room.

"Greyhound Forty, report." The Colonel called at length. "Over. Greyhound Forty, report. Greyhound Forty, report."

Lily closed her eyes as the Doctor said darkly: "He wasn't Greyhound Forty. His name was Ross."

The Colonel glanced over and the Doctor met his gaze angrily as he hissed furiously: "Now listen to me, and get them out of there!"

The Colonel grit his teeth, but he knew as well as they all did that the Doctor was right.

"Trap One to all stations." He bit out stiffly. "Retreat. Order imperative. Immediate retreat."

Lily clutched the Doctor's arm desperately, but they could all hear that it was too late. Captain after Captain began reporting in only for them to hear the screams of soldiers being massacred before communications shorted out. At last, there was no team left, and they watched the reports showing the ATMOS factory locking down and sealing itself.

"They've taken the factory." The Colonel muttered, and the Doctor let go of Lily to pace around as he muttered thoughtfully: "Why? They don't need it. Why attack now? What are they up to? Times like this, I could do with the Brigadier."

The Colonel glanced over, and the Doctor realized what he'd said aloud.

"No offence." He added to the Colonel, who replied brusquely: "None taken. Sir Alistair's a fine man, if not the best. Unfortunately, he's stranded in Peru."

"Launch grid back online." Captain Price called and Lily pursed her lips tightly as they saw the map reappear on the screen.

And while she was relieved to see the screen blink before blacking out once more, it also only made her grit her teeth a little bit tighter as she glanced over at Martha, where the young woman was casually holding her phone.

"They're inside the system, sir." Captain Price reported anxiously. "It's coming from within UNIT itself."

"Trace it." The Colonel ordered immediately and the Doctor walked over to peer at the screen as well. "Find out where it's coming from, and quickly. Gas levels?"

"Sixty six percent in major population areas, and rising." Captain Price replied grimly, and Lily and the Doctor exchanged looks once more. It was time to make their move.

* * *

Lily pored over the reports with the Colonel as the Doctor paced around the other man's office, and the Colonel muttered with a deep frown: "Why are they defending the factory only after we were inside?"

"Because they wanted UNIT here." Lily answered, and the Colonel glanced up as the Doctor stopped beside her.

He leaned over her shoulder to glance down at the report she had been reading, murmuring darkly: "You gave them something they needed. Something now hidden inside the factory. Something precious."

"We've got to recover it." The Colonel answered at once, and he frowned as his military thinking kicked in. "This cordolaine signal thing, how does it work?"

"It's the bullets." The Doctor explained. "It causes expansion of the copper shell."

"Excellent." The Colonel replied at once as he stood up to leave. "I'm on it."

Lily sighed as the Doctor called after the Colonel's back irritably: "For the billionth time, you can't fight Sontarans."

The Colonel simply left without another word, and Lily muttered: "Why do they never listen?"

"I ask myself the same thing all the time." The Doctor replied.

Before he could ask, Lily handed him her cell phone, and she murmured: "I'll distract Martha, call Donna. I'm starting to worry about her there and I know you've got things you need her to do."

He nodded as he took the phone, murmuring softly under his breath: "You're brilliant, you know that?"

"Not as brilliant as you are." She countered, giving him a quick kiss on the cheek. "Now, hurry up- the world needs its Doctor again."

She left, moving towards Martha where she struck up conversation about the possibilities of further analyzing the gas while the Doctor quickly dialed on Lily's mobile, shutting the office door behind him to ensure no-one could overhear his conversation.

"What's happened?" Donna answered immediately. "Where are you?"

"Still on Earth." He replied in a low voice, just in case. "But don't worry, I've got my secret weapon."

"Lily?" Donna asked, and he almost rolled his eyes as he corrected: "No. You."

"Oh…" Donna replied. "Somehow that's not making me happy. Can't you just zap us down to Earth with that remote thing?"

"Yeah," the Doctor mumbled, "I haven't got a remote, though I really should. Lily's been telling me to do it as well, but anyway. I need you on that ship. That's why I made them move the Tardis."

He could almost hear the steam leaving Donna's ears at that, and he added quickly: "I'm sorry. But you've got to go outside."

"But there's Sonteruns out there." Donna protested, and the Doctor corrected: "Sontarans. But they'll all be on battle stations right now. They don't exactly walk about having coffee. I can talk you through it."

"But what if they find me?" Donna hissed, and the Doctor murmured apologetically: "I know, and I wouldn't ask, but there's nothing else I can do. The whole planet is choking, Donna."

"Oh, so this is why you wanted Lily with you." Donna groaned, and the Doctor winced as he apologized again: "Sorry."

"If this is how you were with Martha, I can see why the poor girl left." Donna added spitefully, but before the Doctor could reply she asked determinedly: "All right, so what do you need me to do?"

"The Sontarans are inside the factory," the Doctor explained, "which means they've got a teleport link with the ship, but they'll have deadlocked it. I need you to reopen the link."

"But I can't even mend a fuse." Donna protested. "You should've sent Lily up here if you wanted someone doing technical stuff."

"Donna, stop talking about yourself like that." The Doctor ordered. "You can do this. I promise."

There was a pause, and then Donna whispered: "There's a Sonterun. Sontaran."

"Did he see you?" The Doctor asked at once, and Donna reported: "No, he's got his back to me."

The Doctor almost sighed in relief, before he explained quickly: "Right, Donna, listen. On the back of his neck, on his collar there's a sort of plug, like a hole. The Probic vent. One blow to the Probic vent knocks 'them out."

"But he's going to kill me." Donna protested, and the Doctor apologized again, genuinely sorry: "I'm sorry. I swear I'm so sorry, but you've got to try."

There was another pause, and it was probably the longest pause in his life, before Donna hissed triumphantly: "Back of the neck."

The Doctor crowed silently in relief before he said swiftly: "Now then, you got to find the external junction feed to the teleport."

"What, what's it look like?" Donna asked apprehensively, and the Doctor explained as he glanced out the window of the office: "A circular panel on the wall."

He could see Lily doing perfectly as she kept Martha's attention off him, and he added to Donna in an undertone: "Big symbol on the front, like a, like a letter T with a horizontal line through it. Or, or, two Fs back to back."

"Oh." Donna sighed. "Well, there's a door."

"Should be a switch by the side." The Doctor prompted, and Donna explained dejectedly: "Yeah there is. But it's Sontaran shaped, you need three fingers."

"You've got three fingers." The Doctor deadpanned, and he almost rolled his eyes as Donna gasped in realization: "Oh, yeah."

The Doctor rubbed his face- sometimes, he really didn't understand humans. _'Well, most humans.'_ He thought to himself as he watched Lily steer Martha's attention away towards the gas analyses when the woman started to turn in the Doctor's direction.

"I'm through." Donna gasped in relief, and the Doctor crowed: "Oh, you are brilliant, you are."

"Shut up." Donna growled immediately. "I'm not Lily, that won't work."

He grinned, while Donna took a deep breath and repeated: "Right. T with a line through it."

The Doctor glanced back out the office window as he heard a sound, and he saw the Colonel walking back towards him, his attention currently fixed on the masks he was fiddling with.

"Got to go." He said quickly. "Keep the line open."

He hung up, wincing – Donna would probably wring his neck later for leaving her like that – and he yelled as he dashed out of the office: "I _said_ , you don't stand a chance!"

Lily looked up and over, her face turning grim as she saw the Colonel.

She quickly followed after the Doctor as the Colonel called to his troops: "Positions. That means everyone." He added as he turned to throw a mask at the Doctor and then Lily.

She caught it in surprise, while the Doctor's face darkened at the insinuation. But neither of them resisted, and the Doctor quickly grabbed his overcoat as he and Lily made to follow the Colonel back outside.

"You're not going without me." Martha said sharply as she hurried over behind them, and the couple turned to look at her.

"Wouldn't dream of it." The Doctor replied, and if it had been the real Martha, she would have frowned at the identical looks of distrust in the couple's eyes.

As it was, this Martha didn't recognize or notice the subtle tension surrounding the pair as they walked out, placing their gas masks firmly over their heads. The Doctor walked directly over to where the Colonel was standing beside a pile of guns, while Lily took a moment to look around at all the activity as soldiers bustled about in their masks, preparing their weapons. But she could barely see through the thick fog of gas, and it made her wonder how the Colonel possibly thought he could fight the Sontarans.

Lily sighed – he probably thought he had a plan - as she walked over to the Doctor and the Colonel, Martha behind her, as the Colonel showed a gun to the Doctor, saying: "Latest firing stock. What do you think, Doctor?"

"Are you my mummy?" The Doctor asked randomly, and Lily glanced at him.

Rose had told her about an adventure with the Doctor in his last regeneration in World War II, involving a child, gas masks, and something called nanogenes, where the child had repeated the same phrase continuously. Her cousin had been thoroughly spooked even as she retold the story, and to be honest, it had creeped Lily out as well.

"Please don't do that." She told the Doctor, as the Colonel scowled behind his mask and snapped at the Doctor: "If you could concentrate."

The Doctor glanced at Lily, winking behind his mask and she smacked him lightly while the Colonel went on as he showed them the bullets for the guns: "Bullets with a rad-steel coating. No copper surface. Should overcome the cordolaine signal."

"But the Sontarans have got lasers." The Doctor argued, and he gestured around them as he added pointedly: "You can't even see in this fog. The night vision doesn't work."

"Thank you, Doctor." The Colonel shot back sarcastically. "Thank you for your lack of faith. But this time, I'm not listening."

' _When did you ever?_ ' Lily thought dryly as they watched the Colonel remove his mask before shouting: "Attention, all troops."

The soldiers all turned, standing at attention at once, as the Colonel said grimly: "The Sontarans might think of us as primitive, as does every passing species with an axe to grind."

The Doctor sighed as he glanced around before focusing back on the Colonel as he said determinedly: "They make a mockery of our weapons, our soldiers, our ideals. But no more. From this point on, it stops. From this point on, the people of Earth fight back, and we show them. We show the warriors of Sontar what the human race can do."

Lily sighed at that, but the Colonel called into his comms: "Trap One to Hawk Major. Go, go, go."

There was a sudden blast of wind, and Lily threw her hand up to cover her face against it in surprise. She squinted through the mask and around her arm at the sky, blinking in surprise as she saw the gas start to blow away thanks to the abrupt wind.

"It's working." The Colonel called, and Lily's eyes widened as she stared into the sky where they could just start to see something appearing through the fog. "The area's clearing. Engines to maximum."

"It's the Valiant." Lily breathed in disbelief as she stared at the massive ship flying above them, and the Doctor murmured: "Well, I would have never believed it."

They watched as the Valiant came steadily closer down, its turbines blasting the gas away, and the Doctor glanced over as the Colonel informed him: "UNIT Carrier Ship Valiant reporting for duty, Doctor. With engines strong enough to clear away the fog."

They each slowly removed their masks as the fog dispersed, and the Doctor laughed in awe: "Whoa, that's brilliant!"

The Colonel glanced at him, and Lily snorted as the man asked dryly but with a hint of humour: "Getting a taste for it, Doctor?"

The Doctor looked over quickly as he disagreed: "No, not at all. Not me."

"It is still incredible." Lily pointed out as she nodded at the ship and the Doctor muttered so only she could hear: "Yeah, but I'm not about to tell him and encourage him."

Of course, at that moment the Colonel ordered behind them: "Valiant, fire at will."

Lily's eyes widened as she saw six green lasers – looking awfully familiar from that very first Christmas – appeared at the base of the mighty ship floating in the sky, before it blasted the ATMOS factory. There was a massive explosion from just inside, knocking out the metal doors and immediately the UNIT soldiers moved to fire rocket launchers and their new guns at the loading bay inside, killing all the Sontarans inside.

The Doctor's face became grim, and Lily muttered: "I can see why."

' _Do we really never learn?_ ' She wondered as they silently watched the humans turn the tables to wipe out the Sontarans.


	98. 34-3 Chances

"East and north secure." The Colonel called as they all entered the factory. "Doctor?"

The Doctor ignored the man's call as the Colonel began to lead his troops down a corridor, instead pulling out his sonic and pointing it as he searched.

"Donna, hold on. I'm coming." He muttered under his breath, and Lily murmured: "There!"

She pointed where the sonic was beeping strongest, a passage leading down to the basement. She and the Doctor began to follow it as Martha asked worriedly: "Shouldn't we follow the Colonel?"

"Nah, us three, the Doctor, Lily, and Martha Jones?" The Doctor dismissed as he hurried off. "Just like old times."

Lily saw Martha pause to check her phone before she hurried after them again, but she didn't comment. Neither did the Doctor as he called nonchalantly: "Alien technology, this-a way."

They headed quickly downstairs, following the sonic into the basement and towards what looked like an abandoned storage room.

"No Sontarans down here." Lily noted, and the Doctor explained as they reached the storage room door: "They can't resist a battle. Here we go."

The Doctor soniced the door open, revealing a dimly lit room and-

"Martha!" Lily gasped in horror and she and the Doctor immediately dashed over to where their friends was lying strapped down on a strange gurney-like structure, a headband wrapped around her head. She was dressed in a thin hospital gown, her clothes obviously having been given to her fake, and she was unconscious- Lily hoped.

"Oh, Martha, I'm so sorry." The Doctor muttered as he pressed a hand to her neck, checking for a pulse as Lily took the other girl's hand gently.

"Still alive." He murmured and Lily sighed: "Thank goodness."

They both glanced up as they heard the distinct click of a gun being cocked, and the Doctor raised a brow while Lily rolled her eyes as they saw the other Martha pointing a gun at his head.

"Am I supposed to be impressed?" The Doctor asked a little scathingly before turning back to examine Martha, and the other Martha returned testily: "Wish you carried a gun now?"

"Not at all." The Doctor replied easily, and other Martha narrowed her eyes.

"I've been stopping the nuclear launch all this time." She tried to taunt, but her smile disappeared as the Doctor countered: "Doing exactly what I wanted."

He stood up, turning to face Martha and she kept her gun trained on his head as he looked down at her, saying seriously: "I needed to stop the missiles, just as much as the Sontarans. I'm not having Earth start an interstellar war. You're a triple agent."

"That's not really a word." Lily told him from her spot on Martha's other side, and he shrugged while other Martha stared at them, surprised that they'd figured her out.

"When did you know?" She asked slowly, and the Doctor asked with a raised brow: "About you?"

"From the beginning." Lily answered, and the Doctor listed off as he pointed: "Reduced iris contraction, slight thinning of the hair follicles on the left temple. And," he made a face, "frankly, you smell."

Other Martha scowled before glaring at Lily expectantly. Lily had blinked in surprise at the Doctor's explanation, but as she caught other Martha's look she explained: "It was because you might have her face and her memories, but you couldn't replicate Martha's innate good heart."

Other Martha's eyes narrowed, and the Doctor concluded with a nod at Lily as he walked over to stand beside her: "You might as well have worn a T shirt saying clone. Although, maybe not in front of Captain Jack."

He looked other Martha right in the eye as he added with a raised brow: "You remember him, don't you? Because you've got all her memories. That's why the Sontarans had to protect her," he nodded down at real Martha, "to keep you inside UNIT."

Clone Martha's eyes narrowed as the Doctor said in a low voice: "Martha Jones is keeping you alive."

He suddenly leaned forward, grabbing the headband on Martha's head and pulling it off. Lily flinched as clone Martha collapsed with a gasp of pain while Martha woke up with a gasp of surprise. The clone dropped the gun as she lay convulsing on the ground, and the Doctor quickly ran over to kick the gun far away- just in case.

Lily meanwhile quickly leaned down to soothe Martha as the girl looked about wildly, struggling to gain her bearings, and Lily murmured gently: "It's all right, we're here, the Doctor and I are here."

"You're all right, it's all right." The Doctor added comfortingly as he helped Lily help Martha sit up.

The young woman was gasping as she tried to remember what had happened, and she said urgently as they helped her up: "Oh, God. There was this thing, Lily, Doctor, this alien, with this head."

Lily's phone began ringing, and the Doctor groaned: "Oh! Blimey, I'm busy."

Lily held Martha, who hugged her back as her head reeled, while the Doctor answered the phone, asking: "Got it?"

"Yes." Donna hissed. "Now hurry up."

"Take off the covering." The Doctor ordered, and the two women glanced over before Martha paused as she saw something else. "All the blue switches inside, flick them up like a fuse box, and that should get the teleport working."

"Oh, my God." Martha breathed as she stared at the clone, who was lying, dying on the ground. "That's me."

Lily glanced over at what Martha was staring at and she grimaced.

"Well, sort of." She mumbled and Martha stared.

* * *

The Doctor was sonicing the teleport in the corner of the room, identical to the pod they'd seen at Rattigan's Academy. Lily was helping him, while Martha huddled in the Doctor's coat for warmth, glancing every so often at her dying twin, before she slowly moved to kneel beside the clone as she struggled to breathe.

Lily glanced up as she heard clone Martha snarl: "Don't touch me."

"It's not my fault." Martha retorted as she tried to connect with the clone. "The Sontarans created you, but you had all my memories."

"You've got… a brother," the clone began slowly, "sister, mother and father."

"If you don't help me, they're going to die." Martha begged, and clone Martha murmured almost in confusion: "You love them."

Lily looked up sharply at that, and listened attentively as Martha said eagerly: "Yes. Remember that?"

"The gas!" The Doctor ordered as he straightened up and ran out the teleport. "Tell us about the gas."

Lily went after him, smacking him hard for his insensitivity and he glanced at her as the clone growled: "He's the enemy."

"Then tell me." Martha pleaded. "It's not just poison, what's it for?"

The clone hesitated, clearly indecisive, and Martha begged: "Martha, please."

The clone hesitated some more and Doctor opened his mouth to say something but Lily clapped her hand over his mouth, shaking her head at him. He frowned but waited impatiently while Lily watched carefully as the clone stared at Martha intently.

"Caesofine concentrate." She answered at last. "It's one part of Bosteen, two parts Probic five."

The Doctor's eyes widened and he realized: "Clonefeed. It's clonefeed!"

He smacked himself in the head, and Martha glanced back as Lily asked, a hint of irritation in her voice: "What's clonefeed?"

"Like amniotic fluid for Sontarans." The Doctor explained. "That's why they're not invading. They're converting the atmosphere, changing the planet into a clone world."

Lily's jaw dropped, while the Doctor realized: "Earth becomes a great big hatchery. Because the Sontarans are clones, that's how they reproduce. Give them a planet this big, they'll create billions of new soldiers."

He turned and ran back to the teleport, his actions becoming more anxious as he cried: "The gas isn't poison, it's food."

Lily frowned after him before she moved to kneel gently beside Martha as the clone moaned through gritted teeth: "My heart. It's getting slower."

"Anything we can do?" Martha asked Lily quietly, and the brunette shook her head.

"There's nothing _I_ can do." She replied pointedly, and Martha paused while clone Martha stared at her doppleganger, murmuring: "In your mind, you've got so many plans. There's so much that you want to do."

"And I will." Martha promised. "Never do tomorrow what you can do today, my mum says, because-"

"-Because you never know how long you've got." The clone finished for her, her eyes filling with sadness.

Lily drew back quietly to give them some space as the clone stared at Martha and murmured: "Martha Jones. All that life."

Her eyes closed and she drew her last breath before her head lolled and she was gone. Lily reached forward and hugged Martha as the woman bowed her head in sorrow, and Martha clung to her friend for comfort as they mourned the death for a moment.

"Thank you, Lily." Martha murmured, and Lily nodded.

"Any time." She replied, before she leaned forward and removed the engagement ring from the clone's hand. She handed it wordlessly back to Martha, who took it just as silently, slipping it on her ring finger and clutching it there.

They both glanced over as Donna's voice came over Lily's phone where it was sitting near the teleport, hissing: "Doctor."

Lily squeezed Martha one more time before she hurried over, taking her mobile quickly and holding it up for the Doctor to hear as Donna said urgently: "Blue switches done."

Lily looked at the Doctor and his eyes were determined, before they both tensed as Donna gasped: "But they've found me."

The Doctor hurried out of the fixed teleport, and he pointed his sonic at it as he cried: "Now!"

He soniced the teleport, and Lily sighed in relief as Donna appeared in the pod before them.

"Donna!" Lily cried in relief as she hugged the redhead, who hugged her back as she glared over the brunette girl's shoulder at the Doctor.

"Have I ever told you how much I hate you?" She asked, and the Doctor answered: "Yep, now move."

He ushered them aside as he said hurriedly: "Got to bring the Tardis down."

He quickly soniced the teleport again, while Donna rolled her eyes and Lily told her: "Sorry he's always like that."

"Nah, it's what makes him, him." Donna shrugged, making Lily smile in agreement.

"Right, now." The Doctor called once he had moved his Tardis back to its original spot in the alley. "Martha, you coming?"

Martha nodded, hurrying over to join them as the Doctor drew Lily aside to whisper quickly: "Is she all right?"

"She will be. Martha Jones is a strong woman." Lily replied quietly, and the Doctor nodded as he replied: "Don't I know it."

"What about this nuclear launch thing?" Martha asked as she ran up, pointing at her phone to show them the message that asked if she wanted to launch the missiles.

The couple broke apart as the Doctor ordered: "Just keep pressing 'N'. We want to keep those missiles on the ground."

"There's two of them." Donna gasped as she spotted the clone, and the Doctor sighed as Lily ushered the companions into the pod.

"Yeah, long story." The Doctor muttered before he added as Lily stepped in last into the pod: "Here we go. The old team, back together. Well, the new team." He corrected as he punched buttons on the teleport.

Donna's eyes widened while Martha glanced over with some amusement as the redhead protested quickly: "We're not going back on that ship!"

Lily chuckled while the Doctor soothed: "No, no, no. No. I needed to get the teleport working so that we could get to…"

He pressed the last button, and they all disappeared before reappearing in a different teleport pod.

"Here." The Doctor declared. "The Rattigan Academy, owned by-"

"Don't tell anyone what I did." Rattigan cried as he pointed a gun at them from where he stood in the centre of the recreation room. "It wasn't my fault," he rambled hysterically as he came closer, "the Sontarans lied to me, they-"

The Doctor stalked out of the pod, grabbing Rattigan's gun and tossing it aside as he muttered: "If I see one more gun…"

"Maybe we should've gone back in time and prevented the invention of the first gun." Lily observed as she walked with him, both completely ignoring Rattigan as he remained frozen from where the Doctor had confiscated his gun.

Donna and Martha were left to blink at each other as they faced the empty-handed Rattigan, before they walked out as well, and the redhead observed calmly: "You know, that coat sort of works."

"I feel like a kid in my dad's clothes." Martha admitted as she gestured at the too big coat, and Donna shrugged: "Oh well, if you're calling him dad, you're definitely getting over him."

Martha snorted as they walked after the other couple.

* * *

The Doctor hurriedly dashed about Rattigan's laboratory, he and Lily grabbing bits and pieces of equipment as the Doctor explained to his companions and Rattigan: "That's why the Sontarans had to stop the missiles. They were holding back."

He grabbed the hammer Lily held out and whacked two pieces of equipment together, before grabbing a third as Lily handed it over while he continued: "Because caesofine gas is volatile, that's why they had to use you," he pointed at Martha, "to stop the nuclear attack. Ground to air engagement could spark off the whole thing."

"What, like set fire to the atmosphere?" Martha asked incredulously, and the Doctor nodded as he took another long tube-thing from Lily, explaining: "Yeah. They need all the gas intact to breed their clone army. And all the time we had Luke here in his dream factory."

He nodded at Rattigan as he added scathingly: "Planning a little trip, were we?"

"Doctor." Lily said severely, while Rattigan intoned dully: "They promised me a new world."

"You were building equipment," the Doctor went on as he finished up his gizmo by sonicing a case over it, "ready to terraform El Mondo Luko so that humans could live there and breathe the air with this."

He finished up his device, patting his hands as he examined it briefly, murmuring: "An atmospheric converter."

"Doctor, time." Lily warned, and he grabbed the gadget as Lily ran on ahead outside. The others blinked in confusion but followed quickly as the Doctor and Lily ran out into the lawn where they had first met Rattigan. He and Lily quickly began setting the device up while the others paused, watching.

"That's London." Donna murmured as she stared out into the distance where they could just make out the London eye through the thick gas. "You can't even see it. My family's in there."

"If I can get this on the right setting." The Doctor muttered as he checked the device before grabbing Lily's hand and running back to his companions.

"Doctor, hold on." Martha protested. "You said the atmosphere would ignite."

"Yeah, I did, didn't I?" He mused, and with that he punched a button.

The device shot out a ball of energy into the sky, and Lily clutched his hand as they waited with bated breath. The energy disappeared into the thick fog, fading from sight, and Lily prayed: ' _Please, please, please._ '

She flinched as there was an explosion far above, and suddenly a great orange-white flash of light ignited the sky as the energy burnt through the entire fog, and the skies were filled with waves of fire.

"Oh, please." Lily whispered as she and the Doctor clutched hands and the Doctor also mumbled under his breath: "Please, please, please, please, please, please."

Their eyes widened and Lily broke out into a smile as the flames vanished and the skies cleared, revealing the clear blue of their normal atmosphere.

"You did it!" She cried, and the Doctor hugged her as Donna shouted jubilantly: "No- you both did it!"

Lily laughed shakily as she let go of the Doctor to hug Donna, while Rattigan said in awe: "You two are geniuses."

"Just brilliant." Martha agreed as Donna laughed wildly in delight while the Doctor leant forward and bent down to grab his device again.

"Now we're in trouble." He muttered, making them all pause while he turned and dashed off inside.

"Lily?" Donna asked in confusion, but Lily was also staring after the Doctor. They all exchanged looks, a feeling of dread coming over them, before they all ran after the Doctor, running into the recreation room as the Doctor dashed into the teleport.

"Doctor, what are you doing?" Lily asked slowly, but he simply turned on the spot, and said abruptly: "Right. So."

He looked at Donna first as he said sincerely: "Donna, thank you for everything. Martha, you too." He nodded at the former companion. "Oh, so many times."

Martha frowned as the Doctor then glanced at the boy at the back as he added: "Luke, do something clever with your life."

Rattigan stared, while Lily's eyes blazed with anger as the Doctor looked at her last.

"Lily, I don't even have words to begin to thank you." He said sincerely, making her eyes narrow while Donna whispered in shock: "You're saying goodbye. "

"Sontarans are never defeated." The Doctor explained. "They'll be getting ready for war. And, well, you know, I can recalibrate this for Sontaran air, so…"

He trailed off with a shrug, and Martha gasped in realization: "You're going to ignite them."

"You'll kill yourself." Donna protested, and Lily corrected: "Us."

The others whipped their heads to look at her while the Doctor sighed and she added: "And don't you try go off on your own, or I'll drag you back and finish it alone."

"Lily-" He began to protest, but she snapped: "Save it."

Lily moved to stand with him in the teleport as she said firmly, meeting his gaze: "It's both of us, or not at all."

He met her gaze with an unreadable expression, while Martha protested: "No! Just, just send that thing up on it's own. I don't know. Put it on a delay."

"I can't." The Doctor replied, not taking his eyes off Lily, and Donna demanded a little hysterically: "Why not?"

"Because I've got to give them a choice." He replied, before he gazed seriously at Lily and he said in a low undertone: "You don't have to come with me."

"I've said it before and I'll say it again- I'm not like the others. There's nothing here for me anymore, that's worth losing you." She replied, and his face became drawn but determined.

She read his decision and Lily called to the others as the Doctor recalibrated his device: "Martha, Donna… Luke."

"No." Martha protested, shaking her head while Donna seemed to have gone into shock. The Doctor looked over at the companions as well as Lily gave them a final smile.

"Bye." She murmured before she hit the teleport and they disappeared, leaving the distraught companions behind.

* * *

"Oh, excellent!" Staal said gleefully as Lily and the Doctor landed on the Sontaran ship, and the Doctor warned as he held up the button to his device threateningly: "General Staal, you know what this is."

Staal nodded firmly, and the Doctor added quickly and desperately: "But there's one more option. You can go. Just leave. Sontaran High Command need never know what happened here."

"Your stratagem would be wise if Sontarans feared death, but we do not." Staal replied dismissively. "At arms."

They heard the ship whir as it prepared to attack the Earth while the other Sontarans in the room moved closer to the Doctor and Lily.

"I'll do it, Staal." The Doctor warned as he held the device button tightly while Lily's hands curled in tight fists as she braced herself. "If it saves the Earth, I'll do it."

"A warrior doesn't talk, he acts." Staal countered, and the Doctor almost begged: "I am giving you the chance to leave."

"And miss the glory of this moment?" Staal retorted, and Lily's heart sank as she heard another Sontaran call over the intercoms while alarms began to blare: "All weapons targeting Earth, sir. Firing in twenty."

"I'm warning you." The Doctor tried desperately, but Staal scoffed: "And I salute you. Take aim."

The Sontarans aimed their weapons at the Doctor and Lily, and the Doctor snarled: "Shoot me, I'm still going to press this. You'll die, Staal."

"Knowing that you and the mortal you care about die too." Staal countered.

"Doctor." Lily murmured as the voice called: "Firing in fifteen."

"For the glory of Sontar." Staal cried triumphantly before he began to chant as before: "Sontar-ha."

The other Sontarans joined in, pounding their fists into their hands as they chanted almost tauntingly at the Doctor: "Sontar-ha. Sontar-ha."

Lily's hands were clenched tightly and she drew closer to the Doctor as she prepared herself while the Doctor's eyes went steely as he realized that there was no other choice.

"Lily." The Doctor murmured and she whispered: "I know."

But he said it anyways as the countdown began: "Ten-"

"I love you."

He took her hand with his one free one, squeezing it as she held him just as tightly and he prepared to press the button as the countdown began: "Eight, seven-"

There was a flash, and the couple disappeared as Rattigan appeared in their place.

"Five, four-"

The Sontarans paused in their chanting they were so shocked, and the boy said cockily: "Sontar-ha!"

He spat the laugh at them as he pressed the button right as the countdown hit one, and the entire ship exploded, killing everyone on board.

* * *

Lily blinked in shock as she and the Doctor stared out into Rattigan's recreation room. They were both breathing heavily as they stared at each other in disbelief, before jumping as Martha tackled them both in a hug, clinging to their arms in relief.

They stared at the young woman, before both flinching as someone smacked them, hard, across their free arms. Lily turned her head numbly to see Donna standing there, looking furious but also shaken, before the redhead pulled them both into a hug as well.

Lily bowed her head, slowly returning the hug before she clung to her friends as she let out a deep breath. Though from what emotion, it was hard for any of them to say.

* * *

The Doctor was holding Lily tightly, having not once let her go since they got back, as the pair leaned on the Tardis console while Lily and Martha made small talk. The Doctor didn't partake in the conversation, simply keeping his chin on Lily's head as he listened to them talk, and Martha smiled a little as she watched Lily pat his hand absentmindedly as they each continued to silently assure themselves that the other was all right.

They all looked up as Donna returned, and Martha asked concernedly: "How were they?"

"Oh, same old stuff." Donna shrugged dismissively. "They're fine."

They all heard the lie, but pretended not to as Donna continued brightly, nodding at Martha: "So, you going to come with us? I could do with someone else so I don't feel like the third wheel all the time." She joked, making them all crack a smile.

"Oh," Martha sighed as she looked at the Tardis console fondly, "I have missed all this, but, you know. I'm good here, back at home."

Lily smiled as Martha looked at Donna, adding with a wide smile: "And I'm better for having been away. Besides, someone needs me."

She held up her left hand with a wry smile, and Donna had to grin as well as Martha said jokingly: "Never mind the universe, I've got a great big world of my own now."

"Oh, Martha." Lily sighed warmly and Martha smiled back at her as she started to make her way out.

They all blinked in shock as the Tardis door suddenly slammed shut, locking itself before it began to shake.

Martha shrieked as she grabbed the railings to remain upright while Donna toppled and Lily grabbed the console and the Doctor as they all stumbled while the Tardis rocked violently.

"What?" The Doctor asked incredulously. "What?"

"Doctor, don't you dare!" Martha shrieked as the Tardis began to take off, and the Doctor protested as he tried to work the console: "No, no, no. I didn't touch anything!"

"We're taking off!" Lily protested, and he pointed out as he held up both hands to prove it: "It's not me."

"Where are we going?" Donna demanded as they were all flung about, and the Doctor replied in just as much confusion: "I don't know. It's out of control!"

"Doctor, just listen to me." Martha snapped angrily as they threatened to fall over once more from a particularly violent tremor. "You take me home. Take me home right now!"


	99. 35-1 The Doctor's Daughter

The four clung to the Tardis desperately, trying to stay upright as the Tardis shook violently.

"What the hell's it doing?" Donna demanded as she was almost flung off her feet, and the Doctor bit out as he tried to stay upright: "The control's not working."

The women shrieked as the Tardis gave a particularly violent shake, and the Doctor was flung onto the Captain's chair, landing on his stomach. His face toppled over the edge of the seat and right before the jar containing his old hand, which was tucked under the console at the base of the time rotor.

"I don't know where we're going, but my old hand's very excited about it." He commented as he saw the hand bubbling inside the jar, and Donna crouched down by the jar as the Doctor hauled himself back up and beside Lily.

"I thought that was just some freaky alien thing." Donna gasped as she stared at the hand. "You telling me it's yours?"

The Doctor glanced over and shrugged: "Well."

"It got cut off." Lily explained, and Martha added: "Apparently he grew a new one."

Donna gaped between the two women before turning to the Doctor and saying between gasps as the Tardis continued to rock: "You are completely impossible."

"Not impossible." The Doctor shrugged again. "Just a bit unlikely."

There was an almighty bang and the console blew up some sparks, forcing them all to let go in alarm. The Doctor grabbed Lily as they all went flying back, the pair landing on the captain's chair with Lily landing awkwardly in the Doctor's lap as the Tardis landed with a heavy thud.

There was a moment's silence as they all caught their breaths back and stared at the now silent rotor, before Lily stood up off the Doctor. He leapt up, stretching out his hand as he did, and Lily took the Doctor's offered hand as the pair ran out the Tardis.

They poked their heads out warily before stepping out, puzzled, into what appeared to be a junkyard in an abandoned tunnel.

"Why would the Tardis bring us here, then?" The Doctor wondered as they peered about and Martha and Donna joined them outside.

"Maybe someone needs us." Lily suggested, and the Doctor nodded while Martha grinned.

"Oh, I love this bit." She sighed, and Donna grinned as she teased: "I thought you wanted to go home."

Lily also glanced back, grinning with Donna cheekily while the Doctor peered about, and Martha defended lightly: "I know, but all the same, it's that feeling you get."

"Like you swallowed a hamster." Donna agreed, and all three women smiled, when a voice shouted sharply: "Don't move! Stay where you are!"

They all turned in alarm to see soldiers running down towards them, guns trained on the travellers as the soldier shouted at them: "Drop your weapons."

The other two soldiers behind the first carefully readied their guns at the group, and the four quickly lifted their hands in surrender as the Doctor called: "We're unarmed. Look, no weapons. Never any weapons. We're safe."

"Look at their hands." A second soldier pointed out to his comrades. "They're clean."

Lily frowned while Donna and Martha exchanged puzzled looks, and the first soldier murmured firmly: "All right, process them. Him first."

Lily glanced at the Doctor in alarm while the other two soldiers passed their leader their guns before striding determinedly over to the Doctor.

"Doctor." Lily said urgently, as the soldiers grabbed the Time Lord, who protested: "Oi, oi."

"Doctor!" Lily called as he was dragged away, his arms pulled harshly behind his back, and she quickly followed behind him, Donna and Martha right behind her.

"What's wrong with clean hands?" The Doctor demanded, and Martha shouted: "What's going on?"

The Doctor's arm was thrust into a strange round machine that was linked to a blue- lit chamber, the soldiers keeping his right arm in place as the Doctor protested and Donna yelled: "Leave him alone."

The soldiers simply turned their guns back on the women, forcing them to stop a few paces away. The Doctor grunted as something inside the machine grabbed him, and he glanced at Lily as he muttered: "Something tells me this isn't about to check my blood pressure. Argh!"

He broke off as he yelled in pain, and Lily took a step towards him despite the guns, demanding in alarm: "Let him go!"

"What are you doing to him?" Donna cried, and the first soldier replied firmly as he pressed his gun closer to Lily: "Everyone gets processed."

"Lily, it's fine, stay back." The Doctor said quickly, waving his left hand at her to ensure she stayed put.

She paused uncertainly as the Doctor explained hurriedly: "It's taken a tissue sample. Ow, ow, ow, ow, ow, ow, ow, ow." He yelped as he hopped on his feet, trying to wriggle away from the pain.

"That doesn't look fine." Lily pointed out anxiously, and he explained: "It extrapolated the tissue. Some kind of accelerator?" He wondered.

He glanced at the soldiers, when suddenly his arm was released. He staggered back at the sudden release, and Lily darted forward to his side as he glanced down at his hand in bewilderment.

"Are you all right?" She asked as she also looked at his hand, and he nodded in puzzlement, wrapping his left arm around her as the pair examining the light but long cut on the back of his hand.

"You sure you're all right?" Martha demanded as she and Donna also joined the pair, but the Doctor didn't answer as he looked up at the chamber.

"What on earth?" He said numbly as the chamber whizzed and whirred. "That's just…"

He trailed off and the three women also looked over as the doors to the chamber opened and a figure stepped out. The Doctor's mouth was hanging open and Lily's eyes were wide as she stared at the blonde young woman who had stepped out in a khaki shirt and combat boots and trousers.

The woman was looking around curiously as she stepped out, her blonde hair swinging in its ponytail while her blue eyes scanned her environment. One of the soldiers stepped forward with a rifle, handing it to the young woman as he ordered: "Arm yourself."

"Is that…?" Lily breathed, and the Doctor nodded numbly while Martha asked in confusion: "Where did she come from?"

"From me." The Doctor replied, and Donna and Martha turned to him in shock while the Doctor and Lily watched as the strange woman checked the rifle swiftly.

"From you?" Donna repeated incredulously. "How? Who is she?"

"Well…" The Doctor stuttered, still in shock. "She's, well, she's…"

"His daughter." Lily breathed, and the other two companions stared at her in complete shock while the strange woman finally spotted them, her eyes falling on the Doctor.

She smiled, and as she cocked the rifle she greeted cheerily: "Hello, Dad."

The two companions stared between the woman and the Doctor, while Lily glanced at the Doctor as he stared at the strange woman, his face aghast and an unreadable emotion in his dark eyes.

* * *

"You primed to take orders?" The soldier, Cline, asked the woman who was also technically the Doctor's daughter as the pair set up a barricade in the middle of the tunnel. "Ready to fight?"

"Instant mental download of all strategic and military protocols, sir." The young woman replied promptly. "Generation five thousand soldier primed and in peak physical health. Oh, I'm ready."

She grinned, Cline briefly returning the gesture, before the pair stood with their rifles pointed directly across the barricade, their faces serious as they stood guard with a few other soldiers.

The four time-travellers meanwhile stood at the back, still mostly frozen by the machine from whence the Doctor's "daughter" had been born. Martha and Donna were staring at the young woman from afar, still trying to wrap their heads around the strange situation they now found themselves in, while Lily watched the Doctor worriedly. His face was set in a grim frown, that unreadable look still in his eyes, and she'd noted that he seemed intent on avoiding looking at his "daughter" as much as possible.

Donna finally broke the silence as she said slowly to the Doctor: "Did you say daughter?"

"Mmm." The Doctor answered almost carelessly, but both Donna and Lily could see he was anything but.

"Technically." He added, and Martha demanded: "Technically how?"

"Progenation." The Doctor explained with a deep frown, glancing briefly at the soldiers before looking at the machine thoughtfully. "Reproduction from a single organism. Means one parent is biological mother and father. You take a sample of diploid cells, split them into haploids, then recombine them in a different arrangement and grow. Very quickly, apparently."

All four of them frowned, but they were interrupted as the young woman called warningly to her comrades: "Something's coming."

The group tensed, the Doctor reaching out to grab Lily's hand and pulling her a little closer as they saw shadows appearing on the tunnel walls further down the junkyard. As the shadows approached, they began to see figures appearing around the various junk lying scattered about the tunnels, figures dressed in jumpsuits, with fish-like bulging eyes in their wrinkled and gilled heads, and wearing what appeared to be breathing masks.

"It's the Hath!" Cline called as the newcomers started firing at them, and the soldiers returned fire as the young woman shouted at the four friends: "Get down!"

They quickly ducked for cover, the Doctor leading Lily firmly back as Donna and Martha hurried behind them. Martha hid behind a nearby empty barrel while the Doctor and Lily ducked further down the tunnel behind a broken machine, Donna joining quickly behind them.

Lily's eyes widened in fear as she saw the two sides shooting at each other, both sides losing a few soldiers as the bullets started finding their marks. She darted forward as a soldier nearby fell with a cry of pain, clutching his arm where he had been shot, while Cline shouted above the din of gunfire: "We have to blow the tunnel. Get the detonator."

"I'm not detonating anything." The Doctor thundered as he hurried to help Lily as the pair checked on the wounded soldier before dragging him back to cover. Donna had moved to check another fallen soldier when the Hath broke through their barricade, and one grabbed Martha, who had been too close.

Martha screamed, although it was quickly cut off as the Hat covered her mouth and began to drag her backwards and away from the group.

"Martha!" Lily cried in alarm as she stood up and tried to run after her friend, the Doctor weighed down by the soldier they'd been rescuing. She was blocked as a Hath appeared before her, but before it could grab her too, the Doctor's daughter came running to help, sending a kick straight to the Hath's stomach.

It grunted in pain as it doubled over, clutching its stomach, and the young woman immediately threw a roundhouse kick at its face, knocking it backwards. She grabbed Lily's arm and almost threw the brunette woman back towards the Doctor, who caught her quickly before Lily could fall to the ground. The blonde young woman meanwhile had raced back to grab a detonator off the ground as Cline yelled: "Blow the thing! Blow the thing!"

"No!" Lily screamed as the Doctor yelled after the disappearing Hath and a screaming Martha: "Martha!"

Martha tried desperately to get free, but it was in vain, and it was only then that the Doctor saw what his "daughter" was holding.

"No! Don't!" He yelled, but it was too late as the young woman slammed her hand on the button, and an alarm began to blare.

The group immediately turned tail and ran, the Doctor grabbing Lily's hand as she reached for his, the pair running after Donna and the blonde young woman as the two led the way down the tunnel while Cline raced behind them.

They had all barely made it to a safe distance away when the tunnel exploded behind them, sending them running for cover behind some junk piles as the whole place shook while the roof collapsed, blocking off the whole place.

They all slowly walked back out to look back at the collapsed roof, the two remaining soldiers sighing in relief and sagging as they caught their breaths back while the Doctor and his companions stared at the wall in shock.

"You've sealed off the tunnel." The Doctor said in horror as he stared at the completely blocked tunnel.

"We lost Martha." Lily murmured numbly, unable to believe she'd just lost her brave friend.

The Doctor's jaw set, and he suddenly whipped around to face his "daughter" where she was bent over as she caught her breath back. She glanced up in surprise as the Doctor yelled at her furiously: "Why did you do that?"

"They were trying to kill us." The young woman defended as though it was obvious, and the Doctor snarled: "But they've got my friend."

"Collateral damage." She replied coldly, before jerking her head towards Donna and Lily. "At least you've still got them. He lost both his men." She nodded at Cline this time. "I'd say you came out ahead."

"Don't call her that." Lily warned as she stepped forward, making the young woman glance at her while the Doctor's lips folded angrily.

"It's just the truth." The blonde woman replied coolly, and Lily's eyes narrowed.

But before she had to, Donna exploded as she snapped at the blonde woman furiously: "Her name's Martha. And she's not collateral damage, not for anyone. Have you got that, GI Jane?"

Donna glared at the young woman, but Lily was surprised when the young woman frowned slightly before averting her eyes, looking a little confused. Donna also blinked, noting the almost lost expression on the young woman's face, but the Doctor didn't see as he turned away, muttering as he looked back at Lily: "I'm going to find her."

" _We're_ going to find her." Lily corrected, and the Doctor nodded.

Taking her hand, he turned and made to leave as Donna started to follow behind them, when Cline stopped them as he pointed his rifle at them, warning: "You're going nowhere."

The trio paused, eyeing the rifle and its owner warily while Cline examined them, saying with a puzzled frown: "You don't make sense, you three. No guns, no marks, no fight in you."

Donna and Lily exchanged looks while the Doctor looked between the rifle and Cline, who's eyes had narrowed in thought as he declared: "I'm taking you to General Cobb. Now, move."

He gestured with his gun for them to go down deeper into the tunnel, and they had no choice. The Doctor slowly turned as Cline led the way, Lily sending one last forlorn glance at the wall where they'd lost Martha before turning back and following behind the Doctor.

* * *

Cline led the way deeper into the tunnels, weaving through and heading away from the junkyard. The strange blonde woman followed behind him, Donna walking behind her, and Lily and the Doctor brought up the rear.

As they walked, Lily glanced curiously between the Doctor and his supposed "daughter". She wanted to speak with the new woman, sensing there was more to her than the soldier she had originally shown, but the Doctor's intentional distance from the woman also worried her.

His behaviour wasn't typical Doctor behaviour, and it concerned her how he seemed to be carefully drawing a line between himself and the young woman. Because what worried her the most was his expression whenever he briefly looked at his "daughter"- it wasn't one she fully understood, but there was something dark about it that told her something was wrong with the Doctor. And it had to do with this mysterious woman.

As they made their way down another side tunnel, Donna finally broke the silence as she introduced to the blonde young woman: "I'm Donna. What's you name?"

The woman glanced back in surprise before shrugging as she replied easily: "Don't know. It's not been assigned."

Cline paused at another tunnel entrance, motioning for them to go ahead as he kept an eye on them, and they moved through, the couple at the back still silent while Donna asked the blonde young woman curiously: "Well, if you don't know that, what do you know?"

"How to fight." The woman replied, but Lily detected a doubtful, almost confused note in her voice. It made her frown, and she and Donna exchanged pitying looks.

"Nothing else?" Lily asked gently, but before the young woman could reply the Doctor said flatly: "The machine must embed military history and tactics, but no name. She's a generated anomaly."

Lily frowned, glancing at him but the Doctor ignored her look as he glanced back at Cline thoughtfully. His eyes had that unreadable expression once more, and Lily wondered what could be causing it while Donna thought aloud: "Generated anomaly. Generated."

The Doctor turned back to the front, still determinedly avoiding looking at his "daughter" and Lily's scrutinizing eyes, when Donna piped up suddenly: "Well, what about that? Jenny."

She looked between the blonde woman and Lily, who had a surprised but thoughtful expression on her face.

"Jenny." The young woman said slowly, before she glanced at Lily as she tested again, almost tentatively: "Jenny?"

"I think it suits you." Lily said with a small smile, and Jenny beamed as she said more resolutely: "Jenny. Yeah, I like that. Jenny."

Lily's smile widened at Jenny's almost innocent excitement, missing the Doctor's exasperated, almost appalled, expression as he just avoided rolling his eyes. He glanced over as Donna leaned in, asking pointedly: "What do you think, Dad?"

"Good as anything, I suppose." He muttered monotonously, and Lily glanced at him again while Donna snapped a little impatiently: "Not what you'd call a natural parent, are you?"

"They stole a tissue sample at gunpoint and processed it." The Doctor retorted a little sharply. "It's not what I call natural parenting."

Lily's frown at him deepened, wondering what his problem was besides the abrupt appearance of a living and breathing daughter, while Donna scoffed: "Rubbish. My friend Nerys fathered twins with a turkey baster. Don't bother her."

"You can't extrapolate a relationship from a biological accident." The Doctor countered.

"A what?" Lily asked, giving him an appalled look as she was unable to believe her ears from what he'd called Jenny, but the Doctor only gave her a measured look while Donna shot back: "Er, Child Support Agency can."

"Look," the Doctor said irritably, "just because I share certain physiological traits with simian primates doesn't make me a monkey's uncle, does it?"

"I'm not a monkey." Jenny suddenly exploded as she stopped, turning to look back at the Doctor.

Lily looked at her in surprise, feeling a little sorry for the girl as she realized Jenny had been able to clearly hear every word of their argument. The Doctor meanwhile just raised his brow as he gave Jenny a quick look before turning away again and walking on through another tunnel archway.

Donna gave Jenny a sympathetic look while Lily stopped beside the blonde girl who had stared after the Doctor as she added a little petulantly: "Or a child."

It was such a daughter-like thing to say that Lily snorted, though she was quick to give Jenny a smile when the blonde woman shot her a look, looking a cross between insulted and hurt. Jenny hesitated before giving her a tentative smile in return, and Lily gave her a wider grin before turning back after the Doctor, noting how he'd stopped down the tunnel to wait for her although he was watching her interaction with Jenny with a neutral expression.

But his eyes were once again filled with that unreadable expression, and she didn't have time to examine it before he'd turned his head away from her, simply taking her hand and leading the way down the tunnel. She followed, observing his side profile thoughtfully as he kept his eyes straight ahead.

Lily was so intent on trying to figure out what was wrong with the Doctor, she didn't realize she herself was under scrutiny too. Jenny trailed behind them, watching the pair curiously and only Donna saw how Jenny's eyes kept traveling from the Doctor's hand linked with Lily's and then to the brunette woman's face, an almost forlorn and wistful expression on the blonde girl's face.


	100. 35-2 Blood is thicker than water

"So, where are we?" The Doctor asked at last as they walked out of the tunnels. "What planet's this?"

"Messaline." Cline replied as they reached a large cavern. "Well, what's left of it."

Lily's eyes widened and she paused as she took in the camp. The whole room was in what looked like a large cavern but with a domed roof and a gallery lit by ambient lighting. It looked almost like an old theatre, remodeled into an impromptu warzone clinic. There were a few more cloning chambers scattered about, with the necessary machines and equipment filling a good majority of the room.

Even now as they arrived, more clones were being born and stepping out of the chambers, getting ready for combat, while an intercom called: "Six six three seventy five deceased. Generation six six seven one, extinct. Generation six six seven two, forty six deceased. Generation six six eight zero, fourteen deceased. Generation six-"

"But this is a theatre." Donna protested as they walked into the middle of the room, and the Doctor joked flatly: "Maybe they're doing Miss Saigon."

"Doctor." Lily warned, but he simply settled himself on a nearby cot, pulling her to stand between his legs as he held her hands in his, looking around warily.

Cline had walked off while Jenny stood a little to the side of where they had stopped, also looking about at the bustling people with interest. Lily watched Jenny curiously, before looking at the Doctor as he tugged her gently. His eyes were on Jenny, before he glanced at Lily and then back around the room, and Lily sighed, rubbing comforting circles on his wrists.

She still wasn't sure what exactly was bothering him so much about Jenny, but she kept quiet for now while Donna looked about and murmured: "It's like a town or a city underground. But why?"

Just then, an elderly man with a neatly trimmed beard walked towards them, and the Doctor greeted as he stood up: "General Cobb, I presume."

"Found in the western tunnels, I'm told," the General replied without preamble as he eyed the group warily, "with no marks."

The Doctor raised a brow as he stared the other man down evenly, and the General continued pointedly: "There was an outbreak of pacifism in the eastern zone three generations back, before we lost contact. Is that where you came from?"

"Eastern zone, that's us, yeah. Yeah." The Doctor answered lightly. "I'm the Doctor, this is Lily," he nodded at her and Lily gave the General a tentative smile, "and this is Donna."

Donna also nodded at the General, giving him a thin-lipped smile, and Jenny chimed in with a more genuine smile: "And I'm Jenny."

Lily grinned encouragingly at Jenny while the Doctor glanced at Jenny briefly before turning back to the General as Cobb said sharply: "Don't think you can infect us with your peacemaking. We're committed to the fight, to the very end."

Donna and Lily raised brows while Jenny looked a little taken aback, and the Doctor piped up easily: "Well, that's all right. I can't stay, anyway. I've got to go and find my friend."

He gave General Cobb a winning smile, but the General just gave him a look as he answered flatly: "That's not possible. All movement is regulated. We're at war."

"So we've noticed." Lily said a little dryly, making the General glance at her before he turned back to the Doctor as the Doctor added with raised brows: "With the Hath. But tell me, because we got a bit out of circulation," Donna nodded, "eastern zone and all that. So who exactly are the Hath?"

The General stared at him like he was daft, but the Doctor just gave the General a pointed look and the older man conceded. He gestured for them to follow him as he began to walk around the room, and Lily and the Doctor exchanged quick looks before they followed the older man.

"Back at the dawn of this planet," the General began to explain, "these ancient halls were carved from the earth. Our ancestors dreamt of a new beginning. A colony where human and Hath would work and live together."

"So what happened?" Lily asked, surprised by the beginning of the tale.

"The dream died." Cobb answered flatly. The Doctor raised a brow while Lily frowned slightly as they listened to the rest of the story. "Broken, along with Hath promises. They wanted it all for themselves. But those early pioneers, they fought back. They used the machines to produce soldiers instead of colonists, and began this battle for survival."

Donna had wandered off during the explanation, walking over to the large blocked off windows of the theatre. She peered outside, and frowned as she called back: "There's nothing but earth outside, why's that? Why build everything underground?"

"The surface is too dangerous." Cline replied shortly, his tone indicating that that was the end of that.

But Donna wasn't Donna to be put off so easily, and she asked pointedly: "Well, then why build windows in the first place? And what does this mean?"

She pointed to a plaque underneath the window, and Lily walked over to examine the numbers, reading: '601707'. She frowned, tracing her hand over the numbers as General Cobb explained: "The rites and symbols of our ancestors. The meaning's lost in time."

"But they're numbers." Lily protested, as she glanced back, while the Doctor frowned as he stared at the General.

"How long's this war gone on for?" He asked, and the General replied grimly: "Longer than anyone can remember. Countless generations marked only by the dead."

"What, fighting all this time?" Donna asked incredulously as she and Lily rejoined the group.

"Because we must." Jenny replied suddenly, and Lily looked at the blonde girl in surprise as the young woman said passionately: "Every child of the machine is born with this knowledge. It's… our inheritance. It's all we know."

The Doctor's face held that unreadable expression once more as he turned to look at Jenny as she finished while looking from Donna to Lily, and finally to the Doctor: "How to fight, and how to die."

"And you don't think there could be more?" Lily wondered, her tone a mix of incredulity and pity as she looked from Jenny to the General. "What about life? A life outside of fighting, a life of peace?"

"Spoken like a true pacifist." Cline muttered, while General Cobb gave Lily a stern look as he answered firmly: "And we shall have peace."

Lily frowned, but the Doctor took her hand, giving it a warning squeeze, so she stayed silent. Because she also felt it- something wasn't quite adding up with the situation. There was something there, niggling in the back of her mind, and she knew there was no way the Doctor or she, or even Donna, were going to leave without finding out what it was.

* * *

The Doctor asked as he gestured at the hologram map, his glasses perched on his nose: "Does this show the entire city, including the Hath zones?"

Lily was examining the map curiously while General Cobb nodded as he answered: "Yes. Why?"

"Well, it'll help us find Martha." The Doctor murmured, and Cline sighed as he shook his head.

"We've more important things to do." He stated, and Lily retorted: "We don't. And nothing's more important than Martha Jones, so you better remember that."

The Doctor grinned at her while Cline rolled his eyes as he replied: "There's no hope for your friend. Even if she's still alive, which I doubt, you aren't getting to her without needing an army."

He gestured to one of the cloning machines as he continued: "The progenation machines are powered down for the night shift, but soon as they're active, we could breed a whole platoon from you three."

He grinned, as though excited by the thought. The Doctor wrinkled his nose at the thought while Lily made a face and Donna said flatly: "I'm not having sons and daughters by some great big flipping machine."

Jenny looked over, offended, and Donna added to the young woman: "Sorry, no offence, but you're not. Well, I mean, you're not real."

Lily winced while Jenny scoffed angrily: "You're no better than him."

She gestured at the Doctor, who glanced over as Jenny said heatedly: "I have a body, I have a mind, I have independent thought. How am I not real?"

Donna sighed, and Jenny's eyes narrowed angrily as she demanded: "What makes you better than me?"

"Well said, soldier." General Cobb interjected as he looked at Jenny approvingly. "We need more like you, if ever we're to find the Source."

Lily looked over sharply while the Doctor raised a brow as he said: "Oooh, the Source. What's that, then? What's a Source?"

He turned to Lily as he added lightly: "I like a Source."

She rolled her eyes at him playfully as he gave her a cheeky grin before turning to the General again as he repeated: "What is it?"

"The Breath of Life." The General answered seriously, and Lily had to bite her lip to stop herself from asking sarcastically: 'Literally or Figuratively?'

"And that would be?" The Doctor prompted the General, although he sent Lily a sly wink from the corner of his eye to show he understood and felt the same way she did.

Cline explained: "In the beginning, the great one breathed life into the universe. And then she looked at what she'd done, and she sighed."

Jenny grinned as she commented: "She. I like that."

Donna shot Jenny an amused look while Lily also grinned at the other girl, but the Doctor had rolled his eyes as he pointed out: "Right. So it's a creation myth."

"It's not myth." General Cobb said sharply. "It's real. That sigh. From the beginning of time it was caught and kept as the Source. It was lost when the war started. But it's here, somewhere. Whoever holds the Source controls the destiny of the planet."

The Doctor had been ignoring the General for a while, and suddenly he lunged forward, shoving his hand at the map as he cried: "Aha!"

Donna and Lily jumped, surprised, while the map buzzed before Lily sighed as Donna glared at the Doctor. He ignored them as he muttered, reaching in his jacket: "I thought so. There's a suppressed layer of information in this map. If I can just…"

He soniced the hologram machine, and they watched with wide eyes as suddenly more tunnels and chambers appeared around the edges of the original map.

"Oh." Lily breathed while Donna asked curiously: "What is it, what's it mean?"

"See?" The Doctor grinned and Lily murmured as she traced her finger over the new paths: "A whole complex of tunnels hidden from sight."

"That must be the lost temple." General Cobb muttered as he stared at the map with wide eyes. "The Source will be inside. You've shown us the way."

He glanced at the Doctor in awe before examining the map again before suddenly pointing out: "And look," he gestured at one of the blips on the map, "we're closer than the Hath. It's ours."

Lily glanced at the Doctor, who pursed his lips thoughtfully, while the General turned to Cline as he ordered swiftly: "Tell them to prepare to move out."

The trio of travellers and Jenny turned in surprise as Cobb and Cline moved back into the theatre, Cobb ordering as the pair hurried through the crowds of soldiers: "We'll progenate new soldiers on the morning shift, then we march."

The Doctor and Lily exchanged looks before they quickly followed Cobb as he finished: "Once we reach the Temple, peace will be restored at long last."

Donna and Jenny had just caught up to them when the Doctor reached Cobb, and he grabbed the General's arm as he asked: "Er, call me old-fashioned, but if you really wanted peace, couldn't you just stop fighting?"

Lily nodded in agreement, but the General replied flatly: "Only when we have the Source. It'll give us the power to erase every stinking Hath from the face of this planet."

"Hang on, hang on." The Doctor said sharply as he lifted his hands. "A second ago it was peace in our time. Now you're talking about genocide."

Lily's eyes were also wide with horror, but the General was undeterred as he answered flatly: "For us, that means the same thing."

"Then you need to get yourself a better dictionary." The Doctor countered darkly. "When you do, look up genocide. You'll see a little picture of me there, and the caption will read, 'over my dead body'!"

Cobb scoffed and he taunted: "And you're the one who showed us the path to victory. But you can consider the irony from your prison cell. Cline, at arms."

Cline immediately pulled his rifle, pointing it at the Doctor, who narrowed his eyes while Lily stepped forward angrily as Donna snapped at Cline: "Oi, oi, oi. All right. Cool the beans, Rambo."

"You're making a serious mistake." Lily argued with Cobb, but the General just scoffed.

"You lot, all the same." He sneered. "Take them." He ordered Cline. "I won't have them spreading treason. And if you try anything, Doctor," he added as he took a warning step towards the Doctor, "I'll see that your woman dies first."

"I'll give you 'his woman'." Lily thundered, while the Doctor's gaze hardened as he warned Cobb seirously: "I'm going to stop you, Cobb. You need to know that."

"I have an army and the Breath of God on my side, Doctor." General Cobb sneered. "What'll you have?"

"This." The Doctor replied promptly as he tapped his forehead. "And this."

He tapped the side of Lily's head, making Cobb's eyes narrow angrily while Donna frowned.

"Oi, what about me." She complained, but Cobb interrupted sharply: "You can join them in prison. Lock them up and guard them." He ordered Cline, who hesitated.

"What about the new soldier?" He asked, nodding at Jenny who had been quiet through the entire argument.

She stepped up to attention immediately, but Cobb answered shortly: "Can't trust her. She's from pacifist stock. Take them all."

He shoved Jenny at the group, and Lily caught the woman quickly, glaring at Cobb while the Doctor's gaze also darkened as he sent Cobb a look over Lily and Jenny's heads before Cline lead them away.

* * *

The four walked into the cell, the Doctor frowning grimly as he tossed his coat onto the cell bench while the cell door was slammed shut behind them. Jenny and Donna stood looking around while the Doctor sat down, pulling Lily onto his lap as he frowned in thought.

Donna glanced up to see another plaque above the cell doors, reading: '60120716'.

"More numbers." She noted thoughtfully. "They've got to mean something."

Lily nodded in agreement while the Doctor sighed: "Makes as much sense as the Breath of Life story."

Jenny looked at him in surprise, asking in disbelief: "You mean that's not true?"

"No, it's a myth." Donna answered, shaking her head. "Isn't it, Doctor?"

"Yes," he agreed as he placed his chin on Lily's shoulder thoughtfully, "but there could still be something real in that temple. Something that's become a myth. A piece of technology, a weapon."

"So the Source could be a weapon," Donna said slowly and incredulously, "and we've just given directions to Captain Nutjob?"

Lily sighed as she nodded, while the Doctor replied: "Oh, yes."

"Not good, is it?" Donna muttered sarcastically, and Lily replied firmly: "That's why we have to stop him."

Jenny stood by the locked cell door, folding her arms as she watched them with a raised brow while the Doctor added firmly: "And to do that, we need to get out of here, find Martha and then stop Cobb from slaughtering the Hath."

He peered about as he spoke, and caught sight of Jenny as he finished. Lily also glanced over, noting the girl's position while the Doctor raised his own brows as he asked Jenny warily: "What, what are you, what are you, what are you staring at?"

"You keep insisting you're not a soldier," Jenny exclaimed as she gestured at the Doctor, "but look at you, drawing up strategies like a proper general."

Lily winced, while the Doctor corrected immediately: "No, no. I'm trying to stop the fighting."

Jenny pretended to think about it before asking bluntly: "Isn't every soldier?"

Lily raised a brow, impressed, while the Doctor paused before saying: "Well, I suppose, but that's, that's…"

He began rocking a little as he trailed off uncertainly, and both Lily and Donna grinned as they exchanged looks. The Doctor caught it and he quickly changed track as he muttered: "Technically, I haven't got time for this. Lily, give me your phone."

"It's out of battery." She told him lightly, and he pouted at her.

"Ask Donna." Lily laughed, and he rolled his eyes at her before holding out one hand to Donna as he said: "Donna, your phone. Time for an upgrade."

Lily snorted as the Doctor pulled out his sonic while Donna rolled her eyes, while Jenny exclaimed as she pointed at the sonic: "And now you've got a weapon."

"It's not a weapon." The Doctor argued as he held up the sonic before he started sonicing Donna's cell.

Lily sat back, exchanging smirks with Donna as Jenny countered: "But you're using it to fight back. I'm going to learn so much from you. You are such a soldier."

"Lily, will you tell her?" The Doctor pleaded, but she simply raised a brow while Donna's face broke out into a wide grin.

"Oh, you are speechless." She crowed. "I'm loving this. You keep on, Jenny."

The Doctor glared at the redhead while Lily laughed, and he pouted at her as he placed Donna's cell to his ear.

"Now he's sulking." Donna chuckled, making Lily laugh again and the Doctor glared at them before he suddenly called into his cell in relief: "Martha, you're alive!"

"I'm with Lily, and Donna. We're fine. What about you?" He demanded, and Lily tapped his arm as she added quickly: "And Jenny. She's fine too."

The Doctor glanced at her and then at Jenny, who had folded her arms again indignantly. The Doctor sighed before adding: "Yes, all right. And, and Jenny."

He said her name uncertainly, and Lily realized it was the first time he'd said it. The first time he'd acknowledged that she was a person. The Doctor continued quickly: "That's the woman from the machine. The soldier."

Donna gave him a look, and the Doctor sniffed before adding on grudgingly: "My daughter, except she isn't, she's, she's…"

Lily smacked his arm while Jenny frowned and looked away, affronted. Donna rolled her eyes, shaking her head at the Doctor as he rubbed his arm, shooting Lily an exasperated look before switching gears as he said to Martha: "Anyway. Where are you?"

Lily leant in so that she could hear as well, placing her head against the Doctor's as they listened to Martha say: "I'm in the Hath camp. I'm okay, but something's going on. The Hath are all marching off to some place that's appeared on this map thing."

Lily raised a brow while the Doctor's mouth opened in an 'O' shape.

"Oh," he groaned, "that was me. If both armies are heading that way, there's going to be a bloodbath."

"What do you want me to do?" Martha asked immediately, and Lily bit her lip as the Doctor ordered quickly: "Just stay where you are. If you're safe there, don't move, do you hear?"

"But I can help-" Martha began when suddenly she was cut off.

"Martha?" The Doctor called, but it was pointless and both he and Lily knew it.

"Bad signal?" Lily wondered, and the Doctor sighed as he corrected: "Her phone must've died too. What is it with you two and dead phones right when we need it?"

"Well if you'd give us time to charge them." Lily teased, and he rolled his eyes.

But the lighthearted moment was short-lived and Lily said seriously: "There is no way Martha's just going to sit patiently and wait."

"I know." The Doctor murmured. "That's why we've got to move now."

Lily got up as the Doctor leapt to his feet.

"What now?" Donna asked, and the Doctor opened his mouth to reply when cries from further away came echoing down to their cell.

"To war!" The soldiers shouted.

"They're moving." Lily said worriedly, and the Doctor muttered as he glanced out the cell and at Cline: "We have to get past that guard."

"I can deal with him." Jenny said immediately, as she moved towards the cell door, but the Doctor caught her arm as he said flatly: "No, no, no, no. You're not going anywhere."

"What?" Jenny demanded as she stared up at the Doctor, but he just gave her a stern look as he said firmly: "You belong here with them."

Jenny's eyes narrowed angrily while Lily and Donna frowned.

"She belongs with us." Donna interrupted as she stepped forward, removing the Doctor's hand from Jenny's arm.

Lily moved to stand beside the Doctor, as Donna insisted as she stared at the Doctor: "With you. She's your daughter."

"She's a soldier." The Doctor snapped sharply. "She came out of that machine."

"Oh yes, I know that bit." Donna snapped back, and the Doctor's eyes narrowed in anger.

But as he opened his mouth, Lily took his hand. He glanced at her and she nodded her head over at Donna as she said softly: "Doctor, Donna's right. Jenny's your daughter, you can't keep denying that."

"She's not my daughter." He replied flatly, and Lily countered: "How would you know?"

He fell silent as Lily took her free hand and rummaged in his jacket pocket, extracting a stethoscope and handing it to Donna.

"You know what to do." Lily said, her eyes not moving from the Doctor's as he stared at her stone-faced.

There was that look in his eyes again, and Lily searched his face as Donna turned to Jenny, lifting the stethoscope to the other woman's chest as she placed the eartips into her ears.

"What are you doing?" Jenny asked warily, and Donna answered encouragingly: "It's all right. Just hold still."

Donna began to listen to Jenny's chest and the Doctor turned his head away from Lily at last, but not before Lily caught sight of a flash of a different emotion, one she'd seen before. Pain. And she suddenly realized exactly what she'd been seeing in the Doctor's face so far and her heart broke for him as he turned his head away from her.

Donna meanwhile had heard what she needed, and she removed the stethoscope from her ears as she called to the Doctor: "Come here."

He didn't move, but Donna pulled him as she insisted: "Listen, and then tell me where she belongs."

The Doctor slowly took the stethoscope, avoiding all their eyes as Donna placed the diaphragm on Jenny's chest once more, letting him listen to what she had heard. His gaze slowly moved to Jenny's eyes as she searched his face in confusion. But his face gave nothing away to her as he slowly removed the stethoscope and stepped back.

It looked almost like he were retreating from the girl as he slowly moved back, going behind Lily and into the corner, his hand reaching out for hers as he murmured in a strained voice: "Two hearts."

His hand shook subtly, and only Lily could tell as she felt it directly. She squeezed his hand in comfort, moving back to stand at his side while Donna murmured: "Exactly."

"What's going on?" Jenny demanded, but Donna was focused solely on the Doctor as she asked: "Does that mean she's a…" She paused. "What do you call a female Time Lord?"

"What's a Time Lord?" Jenny asked, confused and looking a little afraid.

Lily gave her a sympathetic look as the Doctor replied flatly, not looking at Jenny: "It's who I am. It's where I'm from."

"And I'm from you." Jenny pointed out, still looking confused.

The Doctor turned on her suddenly, his voice hard and full of anger and pain as he snarled: "You're an echo, that's all. A Time Lord is so much more."

Jenny paused, her eyes filling with hurt, but the Doctor continued with dark anger: "A sum of knowledge, a code, a shared history, a shared suffering. Only it's gone now, all of it."

He looked away again, turning his head from them all as he took a deep breath before muttering flatly: "Gone forever."

Lily squeezed his hand again as it shook slightly in her grasp while Jenny asked tentatively: "What happened?"

"There was a war." Lily explained gently, and Jenny wondered: "Like this one?"

Lily shook her head while the Doctor almost laughed, a bitter sound. Jenny's eyes were wide and filled with sorrow as she stared up at the Doctor as he answered emotionlessly: "Bigger. Much bigger."

"And you fought?" Jenny asked carefully. "And killed?"

The Doctor paused, before turning his head only enough so that he was staring down at Lily. She was gazing up at him with her clear hazel eyes, holding no blame and no pity, only sympathy and sorrow for his pain. His hearts clenched as he stared down at her while he answered Jenny softly: "Yes."

"Then how are we different?" Jenny wondered and the Doctor made no answer as he turned his head away once more to stare blankly into space.

There was a beat of silence, before Jenny turned away as well in defeat and rejection. Donna sighed a little, while Lily gently took the Doctor's arm in her other hand. He glanced at her again as she stared up at him, her eyes pleading. He stared at her for a long moment, his dark brown eyes locked on hers before he sighed.

"All right." He murmured softly as he brushed one hand across her cheek, offering her a small sad smile, which she returned as they reached a silent but mutual agreement.

"I'm right." She whispered so only he could hear. "You'll see."

He didn't reply, just gave her a soft kiss to the cheek before they broke apart as Lily turned away from the Doctor.

"Jenny." Lily called, and both Donna and Jenny looked over curiously.

* * *

"Hey." Jenny called as she sidled up to the cell door, peering through the bars.

Cline glanced back before saying with a small smile: "I'm not supposed to talk to you. I'm on duty."

"I know." Jenny shrugged before she gave the soldier a coy smile. "Guarding me."

She sidled further along the bars, getting closer to Cline as she asked flirtatiously: "So, does that mean I'm dangerous, or that I need protecting?"

Cline's grin widened as he turned to face her properly, asking with arched brows: "Protecting from what?"

"Oh, I don't know." Jenny teased. "Men like you?"

Cline chuckled as he leaned in closer and Jenny smiled before she pulled him in for a kiss through the bars. Cline answered enthusiastically, before he froze as Jenny pulled the pistol that had been sitting in its holster by his hip and pointed it right at his heart.

He stared at Jenny with wide eyes as he blonde girl said firmly and quietly: "Keep quiet and open the door."

She smiled widely at him and he stared at her in shock while Lily and Donna chuckled from where the trio had hidden in the corner of the cell.

"Oh, she is good." Donna whispered to the Doctor, who had been watching with a carefully neutral expression, and Lily laughed: "Remind you of anyone?"

At her words though, he glanced back at them, clearly shocked, before he cleared his throat awkwardly and turned away as they waited to be let out.

* * *

The four snuck quietly down the stairs, hoping to get to the tunnels before General Cobb and his soldiers were ready. Jenny led the way, with Cline's rifle strapped across her back, and the Doctor followed behind with Lily right beside him as she wore his long overcoat for warmth in the chilly tunnels. Donna brought up the rear as they made their way down the flight of stairs leading to the lower tunnels.

They had just turned the corner when the Doctor jerked Jenny back while Lily hastily pulled back as they spotted a guard at the bottom of the next set of stairs. Jenny looked up at the Doctor in surprise from where she was in his arms, but he was addressing Lily as he hissed at her over Jenny's head: "That's the way out."

Jenny immediately cocked her pistol, getting ready, but the Doctor grabbed her hands, stopping her movements as he warned her through gritted teeth: "Don't you dare."

Jenny frowned at him, but Lily tugged the gun out of the girl's hands, placing it carefully in Jenny's newly acquired holster as she silently agreed with the Doctor. Jenny pouted at her as well, when Donna interrupted as she leaned in and whispered to them: "Let me distract this one. I have picked up a few womanly wiles over the years."

She grinned and with a flip of her hair started to make her way passed, and Lily had to suppress a grin while the Doctor grabbed Donna and said hastily: "Let's save your wiles for later. In case of emergency."

"Then what do you suggest?" Donna demanded, before her mouth dropped open as the Doctor's eyes slid over to Lily.

Jenny's eyes had also widened and she hissed indignantly: "Absolutely not!"

"What?" The Doctor asked her blankly, while Donna added heatedly: "What's wrong with you? I thought you were the jealous type."

"What?" The Doctor asked indignantly while Lily chuckled, before she told the other two women calmly: "I think he was asking for this."

She rummaged about in the Doctor's coat pocket before pulling out a clockwork mouse and showing it to Donna and Jenny.

"Oh." Jenny said, blinking in surprise, while Donna immediately switched gears as she said lightly: "I knew you wouldn't send Lily out there."

"'Course I wouldn't." The Doctor scoffed, before adding: "And 'jealous type'?"

"Well, you do get jealous. Admit it." Donna answered with a shrug, making the Doctor pause while Lily chuckled.

"Okay, how about we focus?" Lily suggested, and the pair fell silent as Lily bent down and quickly turned the motor on the clockwork mouse before sending it around the corner.

The four hid back behind the corner of the stairs as the mouse came to a halt behind the guard, who turned around at the sound of the squeaking wheels. He clambered up the stairs to pick it up curiously, and immediately Jenny darted forward to karate-chop the guard hard across the back of the head.

Lily blinked while the Doctor darted forward after Jenny, snapping angrily: "I was going to distract him, not clobber him."

"Well, it worked, didn't it?" Jenny retorted while Lily bent down to check the guard was fine, taking his pulse and checking his breathing in the way Martha had taught her once before. During that year that never was.

She winced, turning her thoughts away from the touchy memories, while the Doctor muttered as he glanced down at the guard: "They must all have a copy of that new map."

Lily handed it to him from where she'd removed it from the guard's belt, and he pulled her up by the hand while he took the map before adding to Jenny sharply: "Just stay there. Don't hurt anyone."

Lily sighed as the Doctor pulled her with him down the stairs and towards the tunnels while Donna coaxed Jenny to come with her at the back. He let go of her hand to pull on his glasses as he consulted the map they'd taken and Lily watched as he started down the tunnels, his lips folded as though in anger.

"She doesn't deserve your treatment." Lily told the Doctor, who replied flatly: "Yes, she does."

"No, she doesn't." Lily returned as she walked alongside him, and the Doctor said a little sharply: "Just because she was created from a piece of my DNA does not make her my daughter. She's just a cloned soldier, and you know how much I hate guns. That applies to her as well."

"Except this isn't about that, is it?" Lily countered.

The Doctor glanced at her before turning his head away as she continued firmly: "Doctor, I'm not saying I don't understand because I do. But Jenny, she doesn't, and you can't keep taking your temper out on her."

The Doctor was silent for another moment, and Lily half-thought he was going to ignore her as they headed into the tunnels. But just as Donna and Jenny caught up behind them, he whispered quietly to Lily: "I'll try to give her a chance."

Lily smiled, nodding at him encouragingly, before they silently and mutually agreed to drop the subject for now as the Doctor checked the map again, leading them all deeper into the tunnels.


	101. 35-3 Jenny

They'd only made it a few steps further when the Doctor paused, calling sharply: "Wait."

The three women paused, watching him as he glanced around, muttering: "This is it. The hidden tunnel."

He whipped his glasses off as Lily and Jenny also began to look about, and the Doctor murmured as he walked over to the tunnel walls: "There must be a control panel."

Donna, however, had spotted something else, and she murmured as she walked over to a plaque hanging above the mouth of another tunnel: "It's another one of those numbers. They're everywhere."

Lily also glanced over, frowning slightly as she read: '60120714'. She walked over to join Donna while the Doctor replied while he soniced the tunnel wall: "The original builders must have left them. Some old cataloguing system."

"But why?" Lily wondered. "And why are they going backwards?"

"I saw that too." Donna murmured thoughtfully. "The numbers are counting down. This one ends in one four. The prison cell said one six."

The redhead then turned to Lily, asking as she nodded at the Doctor's coat: "Do you have a pen and a bit of paper in there?"

Lily rummaged about in the coat pocket, pulling out the desired items and handing it over to Donna. The older woman started jotting down the plaque numbers, while Jenny stared at the three friends in wonder.

"Always thinking, both of you." She said in astonishment. "Who are you people?"

"I told you." The Doctor replied shortly as he glanced over at the blonde girl. "I'm the Doctor."

"'The Doctor'." Jenny deadpanned. "That's it?"

"That's all he ever says." Donna almost sing-songed. "Even to Lily."

Jenny glanced at both women before turning back to the Doctor as she said in disbelief: "So, you don't have a name either?"

She paused before cocking her head as she asked curiously: "Are you an anomaly, too?"

The Doctor stopped sonicing for a moment to look at Jenny in a mix of surprise and pain as he replied flatly: "No."

"Oh, come off it." Donna scoffed. "You're the most anomalous bloke I've ever met."

"Although I think that's just his personality, not his physical being." Lily mused, making Donna chuckle while Jenny looked between them all curiously.

The Doctor meanwhile ignored them as he managed to rip off part of the tunnel wall, revealing the control panel below.

"Here it is." He crowed triumphantly, and Lily looked over as he began sonicing the panel while Jenny continued, ignoring him ignoring her: "And Time Lords. What are they for, exactly?"

"'For'?" The Doctor repeated as he glanced over at Jenny incredulously. "They're not, they're not 'for' anything."

"It's like asking what people are 'for'." Lily explained to Jenny instead. "We aren't 'for' anything- we are what we choose to be through what we do."

"So what do you do?" Jenny asked curiously, looking between the couple.

"We travel," the Doctor replied tersely, "through time and space."

"He saves planets," Donna interjected and Jenny looked over with wide eyes, "rescues civilisations, defeats terrible creatures. And Lily's right there with him… and to save him from himself."

Lily grinned while the Doctor glanced over at Donna with a deadpan expression before turning back to the control panel. Jenny was looking between all three of them, awestruck, when Lily added in a cheeky voice, though there was a hint of sadness in her tone: "And he runs a lot."

The Doctor glanced at her as well before turning back to the control panel with a grim silence, while Donna caught Jenny's attention as the redhead said thoughtfully: "Yeah… Seriously, there's an outrageous amount of running involved."

Jenny smiled widely in amusement, her eyes sparkling, when they were interrupted as the Doctor finally managed to get the hidden tunnel door to open.

"Got it!" He beamed, grinning at Lily.

She smiled back, but it dropped as they heard General Cobb's voice call from further back down the tunnels: "Squad five, with me. "

They all looked back in alarm, and the Doctor said slowly: "Now…"

He glanced at Donna and Lily: "What were you saying about running?"

Lily laughed at him and he gave her a wide grin as they took each other's hands once more while darting through the secret doorway. Donna smiled as well as she followed while Jenny's eyes shone with amusement and excitement as she ran after the three travellers.

They dashed down the secret tunnel and around a corner, only to skid to a stop as a look of horror crossed both the Doctor and Lily's faces.

"Why is it never easy?" Lily sighed as they stared at the laser beams crisscrossing across the entire passageway before them.

Donna and Jenny caught up at that moment, and Jenny's eyes widened while Donna's jaw dropped for a moment before she asked dryly: "That's not mood lighting, is it?"

The Doctor reached over to Lily to dig in his coat pocket, before he pulled out his clockwork mouse and tossed it towards the lasers. They all flinched as the toy was disintegrated immediately, leaning back away from the shower of sparks it created as it was destroyed.

"No, I didn't think so." Donna gulped, and the Doctor muttered as he looked around: "Arming device."

"That?" Lily suggested, pointing to a nearby blue metal box.

He moved to it swiftly, pulling her along as he asked: "How'd you know?"

"It's always something that looks like a box or a set of controls." Lily replied lightly and he grinned.

"Have I told you I love it when you're clever?" He asked her, and she chuckled as she answered: "Only as much as I've told you I love it when _you're_ cleverer."

"Like now?" He asked smugly as he began sonicing the box, and Lily replied cheekily: "Nope- because this is your sonic being clever."

"I made it." He pouted, but before Lily could respond, Jenny asked: "Is this really the time to be flirting?"

Lily glanced at her in surprise and a little guiltily, but the Doctor simply focused on his efforts without looking up. The two women then looked back when Donna suddenly piped up thoughtfully: "There's more of these."

Lily saw Donna standing before another plaque, right by the machine, which read: '60120713'. She frowned as she examined the numbers thoughtfully while Donna jotted it down as she said pensively: "Always eight numbers, counting down the closer we get."

Jenny wandered over to Donna while Lily remained silent as she stared at the numbers from where she stood by the Doctor. There was something there… something on the periphery of her thoughts…

"Right!" The Doctor crowed happily as he found what he was looking for in the arming device. "Here we go."

Lily blinked, her train of thought broken, before looking back sharply as there was a metallic bang far behind them.

"You'd better be quick. "Donna said urgently as Lily and Jenny stared back the way they had come worriedly while General Cobb's voice echoed down towards them: "Corridor."

"The General." Jenny muttered and Lily's eyes widened with alarm as Jenny started striding back towards the General's voice.

"Where are you going?" She asked, quickly grabbing Jenny's arm to halt the other girl, and Jenny looked at her in surprise.

"I can hold them up." She answered as though it was obvious, and Lily shook her head as the Doctor stood up and joined them, standing behind Lily as he said to Jenny seriously: "No, we don't need any more dead."

"But it's them or us." Jenny protested, and the Doctor insisted urgently: "It doesn't mean you have to kill them."

"I'm trying to save your life." Jenny argued, her eyes wide with disbelief, but the Doctor's gaze was serious as he told her firmly: "Listen to me. The killing. After a while, it infects you. And once it does, you're never rid of it."

Lily glanced at him from the corner of her eyes at that, but she quickly turned back to Jenny as the woman retorted: "We don't have a choice."

"You're wrong." Lily told Jenny softly, and the blonde woman glanced over at her. "We always have a choice."

Jenny's eyes flickered between the Doctor and Lily, her gaze conflicted, but as another loud shuffle sounded behind them, she tore away from Lily's grip.

"I'm sorry." Jenny muttered as she met their gazes once more briefly.

"Jenny." The Doctor started, but Jenny had turned and she started running down the tunnel.

"Jenny!" Lily called, but Jenny didn't turn around as she disappeared around the corner and back down the corridor they'd come through.

Lily watched her go with worried eyes before glancing up at the Doctor's face. His expression was conflicted, torn between worry, fear, guilt, and resignation. As though Jenny's disappearance brought back the memories of his past but yet confirmed his opinion that she could never be more than the soldier she had been programmed to be.

Both Lily and Donna flinched as they heard gunfire and soldiers shouting, and Donna said in an attempt to convince them and herself: "She's trying to help."

The Doctor's jaw locked, when Lily took his hand and squeezed it, making him glance down at her as she asked quietly: "Do you really think it's too late for her?"

His gaze became conflicted once more as he looked from Lily to the corner Jenny had disappeared around, and then back to Lily. She searched his eyes as he searched hers, and she saw he found something in hers even though she herself wasn't so sure anymore. Was Jenny really no more than a clone?

"No." The Doctor said quietly, and Lily blinked in surprise.

"Doctor?" She questioned, and he explained firmly: "No, I don't think it's too late for her. I believe there's more to her, and that she will see that."

"How can you be sure?" Lily asked, surprised by his sudden turn-around attitude.

The Doctor smiled a little in a mix of tenderness and sorrow as he answered quietly: "Because… she's my daughter. And under the right guidance, I… we both can be shown the right path."

He met Lily's gaze as the young woman blinked in surprise, her eyes widening as she read the sincerity and love in his impossibly old but kind brown eyes.

"Doctor…" Lily murmured, suddenly feeling a little shy and he smiled lightly. Kissing her cheek, he took her hand and began sonicing the controls once more while Donna watched with a smug but gentle expression, although she glanced back worriedly as they heard the gunfire continuing behind them.

"What about Jenny?" Donna asked in concern, and Lily called back loudly: "Jenny!"

"Jenny, come on." The Doctor yelled as he soniced the controls, and Jenny called back: "I'm coming."

There was a hint of indecision in her tone, and Lily glanced back towards the sound in concern. Suddenly, the sounds of gunfire stopped and Donna began to take a step back down the tunnel towards Jenny when the laser beams went out before them.

She and Lily turned to look at the lasers and then the Doctor with a mix of hope and anxiety as Donna murmured: "That's it."

The Doctor nodded as he straightened up from the arming device, and he yelled: "Jenny, leave it! Let's go!"

He gestured for Donna to move and with a last worried look behind them the three ran down the clear passage. They paused at the end of the passage, looking back, and Lily held onto the Doctor's hand tightly in worry as they waited anxiously for Jenny to appear.

"Jenny, come on!" The Doctor shouted, and Lily let out a sigh of relief as they saw the blonde woman appearing around the corner, running towards them.

"Come on!" Lily called as the Doctor encouraged: "That's it!"

"Hurry up!" Donna called, and Jenny started to speed up before she skid to a halt as the laser beams reappeared, crisscrossing across the entire passage once more.

"Jenny!" Lily cried in horror as all of their eyes widened in fear, and the Doctor muttered as he looked around wildly: "No, no, no, no, no, no. The circuit's looped back."

He and Lily ran a few steps forward, trying to get closer to the trapped Jenny, while Donna cried: "Zap it back again."

"The controls are back there!" The Doctor replied anxiously, and Jenny glanced back over her shoulder.

"They're coming." She warned, and Lily called: "Jenny, just hang on."

"Wait. Just." The Doctor added as he looked about wildly, trying to think of something, but there was nothing they could do.

"Doctor." Lily said worriedly as they heard the soldiers' shouts coming closer, and he answered in despair: "There isn't. Jenny, I can't…"

"I'll have to manage on my own." Jenny replied lightly, and both the Doctor and Lily blinked as the young woman tossed her rifle to the side.

"Watch and learn, Father." She teased, and Lily's eyes widened as Jenny took a few steps back before launching herself forward to somersault her way neatly through the laser beams.

The Doctor's brows furrowed and his jaw dropped in shock, while Donna breathed in incredulous admiration: "No way. But that was impossible."

"Not impossible." The Doctor murmured as Jenny came to a beaming stop before them.

"Just a bit unlikely." Lily added before she hugged Jenny tightly.

She was surprised as the Doctor joined in, hugging them both as he praised Jenny ecstatically: "Brilliant! You were brilliant. Brilliant."

Donna smiled widely as she watched, while Jenny laughed loudly and happily as she hugged the pair back.

"I didn't kill him." She jabbered as the Doctor and Lily let go. "General Cobb," she added as she beamed at Lily and the Doctor, "I could have kill him but I didn't. You were right. I had a choice."

The Doctor's face was a mix of stunned surprise and joy as a smile slowly worked its way across his face while Lily laughed with Jenny and hugged the other woman tightly. Donna beamed at them as Jenny closed her eyes and enjoyed the taller brunette's embrace as the Doctor's smile widened.

The moment was ruined however, as a loud clatter followed by shouts came from down the passage, and the four whipped their heads around to see General Cobb and his soldiers appearing on the other side of the laser beams.

"Come on!" Lily called, grabbing Jenny's hand and leading her quickly away as Donna followed closely behind.

The Doctor remained where he was, and he called sharply to Cobb: "I warned you, Cobb. If the Source is a weapon, I'm going to make sure you never use it."

"One of us is going to die today and it won't be me." Cobb snarled in return, before he raised his rifle and pointed it right at the Doctor. The Doctor quickly turned and ran off after the others as bullets rained down behind him.

* * *

The Doctor was leading the way down another corridor, consulting the map every now again, while the three women walked side by side behind him.

"So," Jenny piped up curiously as she looked at Lily, "you travel together, but you're not married?"

"What?" Lily asked blankly before she blushed red as she corrected quickly: "No, no, no. It's not like that..."

"But you're together." Jenny pointed out, and Lily shook her head, going beet-red, while Donna chuckled.

"Oh," Donna teased, "just give them some time for him," she nodded at the Doctor, "to grow up, and build up enough balls to ask."

"Donna." Lily scolded, but Donna just gave her a mischievous smile while Jenny looked between them with awe.

"So, you could be my mum?" She asked, and Lily stared at her in alarm while Donna burst out laughing.

"Er, well-" Lily began, but Donna cut in as she joked: "Yeah, Lily, why not? She only looks about as old as you do."

Lily shot her an unamused look, but her attention was caught as Jenny asked wistfully: "What's it like to have a mum?"

Both Donna and Lily's faces filled with pity for the girl, and Lily said gently: "Well, both my parents died when I was little- died in a car crash." She added as she saw Jenny's questioning look. "But, I do have a few memories. Like how warm it felt when my mum hugged me. Or when my dad kissed my forehead goodnight."

Jenny's eyes were filled with wonder as she listened closely, and Lily smiled a little.

"I miss that." Lily admitted quietly. "Having a family. But I'm happier than I've ever been now, with the Doctor."

Donna smiled too, while Jenny fell into thought.

"What's it like, the travelling?" Jenny asked, and both Donna and Lily's smiles widened.

"It's amazing." Lily told the other girl, and Donna added: "Never a dull moment. It can be terrifying, brilliant and funny, sometimes all at the same time."

"Kind of like him." Lily joked, nodding at the Doctor's back as he wandered at the front.

Both Jenny and Donna laughed lightly, and Lily went on more seriously: "I've seen the most incredible things because of him though. New people, new experiences. And whole new worlds."

"Oh, I'd love to see new worlds." Jenny said with a longing sigh, and Lily smiled at her while Donna answered firmly: "You will. Won't she, Doctor?" She called.

"Hmm?" The Doctor asked as he turned to look back at them, pretending as though he hadn't been listening to their entire conversation.

"Do you think Jenny will see any new worlds?" Donna asked pointedly, and Lily smiled as the Doctor replied nonchalantly: "I suppose so."

Donna's smile widened, while Jenny's jaw dropped, and she looked between the Doctor and Lily with tentative hope as she asked: "You mean… You mean you'll take me with you?"

"Well, we can't leave you here, can we?" The Doctor answered casually, and Lily had to laugh while Jenny squealed: "Oh, thank you, thank you, thank you."

She threw herself into his arms, hugging him tightly before letting go and hugging Donna and Lily.

"Welcome aboard." Lily smiled, and Jenny beamed as she let go.

"Thanks, mum." She said casually, making Lily choke while Donna laughed.

The Doctor coughed awkwardly, but Jenny ignored them as she beamed: "Come on, let's get a move on."

She dashed on ahead, running off like a child, and the Doctor called warningly after her: "Careful, there might be traps."

"Kids." Lily chuckled, and Donna added teasingly: "They never listen."

The pair exchanged grins, before glancing at the Doctor. Both their smiles fell as they took the pensive and almost moody expression on the Doctor's face, and Lily quickly moved over to take his hand comfortingly while Donna murmured: "Oh, I know that look."

The Doctor glanced at her, and Donna elaborated: "I see it a lot round our way. Blokes with pushchairs and frowns. You've got dad-shock."

"'Dad-shock'?" The Doctor repeated, puzzled, and Lily shook her head frantically at Donna.

Donna didn't head her warning as she explained to the Doctor: "Sudden unexpected fatherhood. Take a bit of getting used to."

"No, it's not that." The Doctor muttered, and Lily squeezed his hand while Donna demanded: "Well, what is it then? Having Jenny in the Tardis, is that it? What's she going to do, cramp your style? Or get in the way of you and Lily's lovey-dovey relationship?"

Lily sighed, while the Doctor finally admitted quietly: "Donna, I've been a father before."

Donna stopped walking, she was so shocked and she stared at the couple as she asked incredulously: "What?"

Lily pulled the Doctor to a stop beside Donna, and the Doctor sighed again before he explained to Donna: "I lost all, along with everything else. Before Lily and I met. A long time ago."

Donna glanced between the pair before she focused on the Doctor as she said quietly: "I'm sorry. I didn't know."

"I know." The Doctor answered before he started off again.

Lily gestured for Donna to follow, and the redhead trailed behind the pair as she asked carefully: "Why didn't you tell me? You talk all the time, but you don't say anything, not really, except to Lily. Not that I blame you, but…"

"I know." The Doctor sighed. "I'm just…"

He trailed off, coming to a stop once more as he stared after Jenny's back, and his hand tightened around Lily's as he admitted to Donna: "When I look at her now, I can see them. The hole they left, all the pain that filled it. I just don't know if I can face that every day."

Lily tightened her grip on his hand as well, before reaching over and hugging his side. He held her close against him as Lily murmured: "It won't stay like that."

"I know that's what you believe…" The Doctor sighed, but Donna interjected firmly: "I agree with Lily. She'll help you. We all will- just like Lily's been helping you."

"I know." The Doctor murmured quietly. "I just… needed time."

Donna nodded, while Lily leaned up to press a kiss on the Doctor's cheek comfortingly.

The moment was broken as they heard gunfire behind them, and they all looked back in alarm as Jenny came running back towards them.

"They've blasted through the beams." She said urgently. "Time to run again." She grinned. "Love the running. Yeah?"

"Love the running." The Doctor agreed, and they all smiled once more as they took off running down the passage, the Doctor holding Lily's hand tightly in his own.

* * *

The group had almost made it to their destination, when they skid to a halt as they found themselves at a dead-end.

"We're trapped." Dona gasped, but the Doctor countered immediately: "Can't be. This must be the Temple."

He leaned against a wall, pressing his ear against it as he muttered: "This is a door."

He began sonicing the wall while Jenny ran off to keep her eye on the corridor behind them, but Lily frowned as she caught sight of another plaque, this time reading: '60120712'.

"One two…" She murmured, just as Donna also noticed the plaque.

The redhead frowned as well, and she murmured thoughtfully: "They're too similar…"

"I've got it!" The Doctor yelled as he opened the control panel for the door, and Jenny called anxiously: "I can hear them."

"Nearly done." The Doctor confirmed as he began sonicing the controls, but Donna and Lily were entirely engrossed in the plaque as Lily pointed out: "These can't be a cataloguing system."

"They're getting closer." Jenny warned, and the Doctor countered sharply: "Then get back here."

"There's something familiar about them." Donna agreed with Lily, making them both furrow their brows thoughtfully as Jenny called back to the Doctor: "Not yet."

"Now!" He ordered, just as the door to slide open.

"Got it." He called, and he reached over to grab Lily's hand. She turned and followed him at his tug, Donna quickly running after them as Jenny dashed through the doors.

"They're coming." Jenny warned as she made it through last. "Close the door."

The Doctor was already punching on the controls on the inside of the Temple, and the doors slid shut just before the soldiers could catch up to them.

"Oh, that was close." Jenny breathed with a smile of relief, and the Doctor replied cheekily: "No fun otherwise."

Jenny grinned back at the Doctor, before he took Lily's hand once more and the group raced through down the corridors of what looked more like a construction site.

"It's not what I'd call a temple." Donna commented dryly, and Lily's eyes widened as she and the Doctor reached a catwalk.

She peered down over the side in awe while Jenny gasped as she joined them: "It looks more like-"

"Fusion drive transport." The Doctor murmured as they stared up and around the whole building, and Lily breathed: "It's a spaceship."

"What, the original one?" Donna asked incredulously. "The one the first colonists arrived in?"

"Well, it could be, but the power cells would have run down after all that time." The Doctor answered thoughtfully. "This one's still powered-up and functioning. Come on."

He led them up a flight of stairs, Lily running with him while the other two quickly followed behind. They turned a corner to see sparks appearing on the far door, as though someone was trying to cut their way through.

"Uh oh." Lily muttered, while Jenny gasped: "It's the Hath. That door's not going to last much longer. And if General Cobb gets through down there, war's going to break out."

The Doctor quickly spun and dashed around to what looked like a control centre, and he pointed out as he stopped before a computer screen: "Look, look, look, look, look. Ship's log."

Lily peered at the screen, which read: 'Messaline Leader One mission log designation XG2482942-372'.

The Doctor typed away, revealing the first entry, and he whipped on his glasses as he read quickly: "'First wave of Human/Hath co-colonisation of planet Messaline."

Beneath that, more words appeared and Lily read: 'Core subterranean deployment successful. Online and active. Phase one initiated. Construction drones deployed. Construction of sections 1A, 1B, 2A, 2B, 3C & 3D complete. Phase one in progress. Construction drones active. Construction of sections 1C, 1D, 2C, 2D, 3A & 3C complete'.

"So it is the original ship." Jenny murmured, and Donna wondered: "What happened?"

"Phase one, construction." The Doctor replied thoughtfully. "They used robot drones to build the city."

Donna frowned, puzzled, and she asked: "But does it mention the war?"

Lily shook her head while the Doctor scrolled down through phase two, before saying as he reached the end: "Final entry."

Lily read aloud: "'Mission commander dead. Still no agreement on who should assume leadership. Hath and humans have divided into factions'."

"That must be it." The Doctor realized. "A power vacuum. The crew divided into two factions and turned on each other."

Lily however frowned as she saw something on the wall across from their spot by the computers, and she walked over to stare intently at it while the Doctor went on: "Start using the progenation machines, suddenly you've got two armies fighting a never-ending war."

Donna saw Lily's fixation, and she also frowned as she walked over to join Lily's side while Jenny said to the Doctor urgently: "Two armies who are now both outside."

"Look at that." Donna called, gaining the other two's attention as she pointed at a display screen on the wall that read: '60120724', while Lily's eyes widened as she suddenly realized what the numbers meant.

"It's like the numbers in the tunnels." The Doctor murmured, and Lily shook her head.

"It's not, and these aren't just numbers." She answered, and Donna agreed as she explained: "I spent six months working as a temp in Hounslow Library, and I mastered the Dewey Decimal System in two days flat."

"Not really the time." The Doctor pointed out, and Donna summarized: "I'm good with numbers. It's staring us in the face."

"What is?" Jenny demanded impatiently, and Lily explained: "It's the date."

The Doctor was at her side in an instant, pulling off his glasses, and Lily pointed out to him and Jenny: "Assuming the first two numbers are the much future date, then you've got year, month, day. It's the other way round, like it is in America."

"Oh!" The Doctor gasped, smacking himself on the forehead as he realized. "It's the New Byzantine Calendar. Lily, you're brilliant."

"I try. But look." Lily insisted, while Donna took over as she explained: "The codes are completion dates for each section. They finish it, they stamp the date on. So the numbers aren't counting down, they're going out from here, day by day, as the city got built."

The Doctor's eyes widened and he breathed: "Yes. Oh, good work to you too, Donna." He praised.

"Yeah. But you're still not getting it!" Donna answered, and he frowned. "The first number I saw back there, was sixty twelve oh seven seventeen."

The Doctor just gave her a blank look, and Lily pointed at the screen as she insisted: "Doctor, look at the date today."

The Doctor did as he was told and he said in confusion: "Well, seven twenty four- No."

His jaw dropped as he suddenly understood, and Lily nodded.

"What does it mean?" Jenny asked curiously, and Lily turned to her while the Doctor murmured: "Seven days."

"That's it." Donna added emphatically. "Seven days."

"Just seven days." The Doctor said numbly, and Jenny demanded: "What do you mean, seven days?"

"Seven days since war broke out." The Doctor breathed, and Jenny's eyes widened as her mouth parted, while Lily explained to her: "This war started seven days ago."

"Just a week." Donna emphasized. "A week!"

"They said years." Jenny protested, aghast, and Lily shook her head.

"No, they said generations." Lily corrected, and Donna added gently: "And if they're all like you, and they're products of those machines-"

"They could have twenty generations in a day." The Doctor finished. "Each generation gets killed in the war, passes on the legend. Oh, Lily, Donna, you're genius!"

He hugged Lily as he patted Donna's back, while Jenny protested: "But all the buildings, the encampments. They're in ruins."

"No, they're not ruined." The Doctor corrected. "They're just empty. Waiting to be populated."

He paused as he was struck with another idea and he murmured softly: "Oh, they've mythologised their entire history. The Source must be part of that too. Come on!"

He grabbed Lily's hand as they took off once more, running down the corridors and deeper into the spaceship. They'd just turned a corner when the Doctor and Lily stopped, their eyes going wide as they saw someone appearing around the far corner of a different corridor.

"Martha!" Lily cried in delight while Martha screamed happily: "Lily! Doctor!"

The two women ran to each other, hugging tightly in relief and delight to be reunited, while the Doctor crowed happily as he joined them: "Martha! Oh, I should have known you wouldn't stay away from the excitement."

"What happened to you?" Lily wondered as she stared at Martha's ruined clothes, but Martha had noticed Donna and she beamed as she hugged the redhead while calling: "Donna."

"Oh, you're filthy." Donna exclaimed as she held the shorter woman at arms length, and Martha admitted sheepishly as she glanced at Lily and Donna: "I, er, took the surface route."

"Nothing stops you, Dr. Jones." Lily laughed, making them all smile, before it dropped as they heard General Cobb's voice shout behind them: "Positions."

"That's the General." The Doctor muttered. "We haven't got much time."

"We don't even know what we're looking for." Donna said anxiously, when Martha suddenly frowned, sniffing.

"Is it me," she piped up, "or can you smell flowers?"

The group's eyes widened and they all sniffed as they smelt the distinct smell of flowers from further down the corridor.

"Yes." The Doctor murmured. "Bougainvillea. I say we follow our nose."

He led the way quickly down the corridor and up a flight of stairs, the four women keeping close behind him as they heard General Cobb's voice faintly far behind.

They dashed up onto a higher floor, and Lily's eyes widened as she paused at the top, staring at the astonishing view that met them. The whole place was filled with plant-life, making almost a small forest in the middle of the spaceship, and it was beautiful.

"Oh, yes." The Doctor murmured triumphantly. "Yes. Isn't this brilliant?"

The four wandered into the middle of the room, where there was a glowing glass ball on a pedestal in the centre, while wires ran up from the ground and into the globe.

"Is that the Source?" Donna asked as the Doctor walked over to examine the globe, Lily beside him.

"It's beautiful." Jenny murmured as they all stared with wide eyes at the glowing Source, and Martha wondered: "What is it?"

"Terraforming." The Doctor explained. "It's a third generation terraforming device."

"So why are we suddenly in Kew Gardens?" Donna asked, puzzled, and the Doctor explained: "Because that's what it does. All this, only bigger. Much bigger. It's in a transit state. Producing all this must help keep it stable before they finally-"

He was cut off as a loud crash sounded behind them, and they quickly spun on the spot to see the Hat appearing through the greenery on the one side of the room.

"Doctor!" Lily gasped as she turned and saw General Cobb and his soldiers running out from the other side of the forest. The Doctor pushed the four women quickly out of harms way as he cried, holding up his hands to both sides while standing in the centre with the Source: "Stop! Hold your fire!"

Both sides paused at the tree line, although they also cocked their guns, aiming at the Doctor and at each other as General Cobb demanded: "What is this, some kind of trap?"

"You said you wanted this war over." The Doctor said urgently, but Cobb interrupted sharply: "I want this war won."

"You can't win!" Lily argued as she took a step forwards, staring pleadingly at the older man. "No one can."

"You don't even know why you're here." The Doctor added as he looked between the two groups pleadingly. "Your whole history, it's just Chinese whispers, getting more distorted the more it's passed on."

He gestured at the globe as he told them earnestly: "This is the Source. This is what you're fighting over. A device to rejuvenate a planet's ecosystem. It's nothing mystical. It's from a laboratory, not some creator."

Both the Hath and the human soldiers paused, surprised by the news, and the Doctor continued: "It's a bubble of gases. A cocktail of stuff for accelerated evolution. Methane, hydrogen, ammonia, amino acids, proteins, nucleic acids. It's used to make barren planets habitable."

Lily saw Cline glance uncertainly at the General, as both sides hesitated at the Doctor's words, and the Doctor pleaded as he gestured at the vegetation around them: "Look around you. It's not for killing, it's bringing life. If you allow it, it can lift you out of these dark tunnels and into the bright, bright sunlight."

Lily smiled as the Doctor met each of their gazes, while Donna gave a gentle grin beside her and Jenny watched with awe as the Doctor said softly: "No more fighting, no more killing."

He reached out, picking up the globe from its pedestal and he declared loudly: "I'm the Doctor, and I declare this war is over."

He threw the globe to the floor, smashing it, and everyone froze as they watched it release the glowing gas and energy that had been stored inside. Lily's eyes widened in pure wonder as they saw the gas swirl up gracefully and magically. It was so awe-inspiring that the soldiers and the Hath began to slowly put down their weapons, staring at the energy with complete amazement.

"What's happening?" Jenny asked, coming up to stand with the Doctor and Lily as they watched the gas swirl up into the sky, and Lily explained softly: "The gases will escape and trigger the terraforming process."

"What does that mean?" Jenny wondered, and the Doctor smiled as he replied: "It means a new world."

Jenny smiled widely, and Lily hugged the Doctor just as Jenny glanced to the side absently. Her eyes widened in horror and she gasped as General Cobb, the only one who hadn't laid down his weapon, glared daggers at the Doctor before raising his pistol.

"No!" Jenny cried, pushing Lily into the Doctor as she took a step in front of the pair, shielding them just as Cobb fired.

"Jenny!" Lily screamed as Jenny clutched her chest, the bullet having shot her right above her hearts.

The Doctor and Lily grabbed Jenny swiftly before the blonde girl could collapse, gently placing her on the ground as the Doctor glanced at Cobb. His soldiers had turned on him, Cline removing the pistol quickly as he and another soldier forced Cobb to his knees and held him down.

The Doctor turned back to his daughter as Lily called frantically: "Jenny? Talk to me, Jenny."

Martha skid to her knees beside them, checking Jenny's pulse quickly as the girl kept her hand clutched over her bullet wound, and Donna asked worriedly as she joined them: "Is she going to be all right?"

Lily looked over at Martha, knowing the answer but hoping and praying she was wrong. Unfortunately, Martha slowly removed her hand from Jenny's neck, shaking her head. Donna bowed her head in sorrow, as did Martha, while Lily's eyes filled with tears as she turned to look at Jenny's face, which was rapidly losing colour.

"A new world." Jenny gasped as she stared up at the swirling gas in the sky. "It's beautiful."

Her breaths were coming in shorter, her eyes also filling with tears, and the Doctor begged: "Jenny, be strong now. You need to hold on, do you hear me? We've got things to do, you, me and Lily, hey? Hey? We can go anywhere. Everywhere. You choose."

"That sounds good." Jenny smiled, but her tears had started to leak out the corners of her eyes and a tear slipped down Lily's face as she watched the pair, her own heart breaking with the Doctor's.

The Doctor choked: "You're my daughter, and we've only just got started."

"With you and mum." Jenny whimpered as she reached for Lily with her free hand, and the Doctor nodded frantically as Lily took Jenny's hand in both of hers, saying in a choked voice: "Of course. You and me, and Donna, to keep your dad in check while we go around the whole universe."

Her tears were falling freely with Jenny now, while the Doctor tried to say in an upbeat tone: "You're going to be great. You're going to be more than great. You're going to be amazing. You hear me? Jenny?"

Lily cried as Jenny's eyes fluttered closed and her hand fell limp in her grasp. The Doctor's facial muscles worked as he tried not to weep, simply pulling Jenny's head closer so that he could press a soft kiss on her forehead.

"Two hearts." He whispered desperately. "Two hearts. She's like me. If we wait. If we just wait…"

"There's no sign, Doctor." Martha pointed out gently. "There is no regeneration. She's like you, but maybe not enough."

"No." He corrected as he stared down at Jenny in his arms. "Too much. That's the truth of it. She was too much like me."

He held Jenny closer for a moment longer before gently laying her in Lily's arms as the brunette girl clung to Jenny's body. Lily bent over her dead friend, and Martha and Donna moved to hug Lily in comfort as they all mourned Jenny's loss while the Doctor stood and looked at Cobb.

Cobb had the decency to look ashamed, but the Doctor's eyes were blazing with anger as he strode forward, leaning forward to pick up Cobb's fallen pistol before aiming it directly at the old man's head. Cobb stared at him, fear flashing across his eyes, and Donna gasped as she saw what the Doctor was doing.

Both Martha and Lily glanced over, Martha's eyes also going wide in shock, but Lily just waited patiently. Sure enough, the Doctor held his position for only a short while before he abruptly snapped the pistol's safety back on.

"I never would." He said darkly as he knelt down to be eye to eye with Cobb. "Have you got that? I never would."

His face contorted with anger and heartbreak, and Cobb could only stare back as the Doctor dropped the pistol, turning to face the whole room as he shouted: "When you start this new world, this world of Human and Hath, remember that. Make the foundation of this society, a man who never would!"

The groups exchanged looks, each agreeing, and Lily gently placed Jenny down on the ground as the Doctor turned to give one last dark glare at Cobb. He turned away then, striding up to Lily as the brunette girl stood up. Without any words exchanged she opened her arms and he stepped into her tight embrace, the pair collapsing down beside Jenny as the Doctor buried his face in Lily's hair, staring at Jenny around Lily's head while the girl cried silently on his shoulder.

* * *

Back at the theatre camp, Lily stayed in the Doctor's arms as they stared down at Jenny lying on a slate in the middle of a small prayer room. Donna and Martha stood to one side of the slate, while Cline and a Hath stood on the other side, and the three looked up as sunlight started to stream in through the stained glass windows.

"It's happening." Martha murmured. "The terraforming."

Lily nodded once and the Doctor didn't even look up, while Donna murmured: "Build a city, nice and safe underground, strip away the top soil and there it is. And what about Jenny?"

"Let us give her a proper ceremony." Cline said firmly, glancing at the Doctor and Lily for permission. "I think it'd help us." He nodded between the Hath and himself. "Please."

The Doctor just met the younger man's gaze coolly before looking away again, and Lily answered for both of them in a soft voice: "I think Jenny would like that."

* * *

"Jenny was the reason for the Tardis bringing us here." The Doctor murmured as he stared at the jar containing his hand under the Tardis console.

Lily tightened her grip on his arm as he held her close to his chest, and she sighed: "It just got here too soon, which then created Jenny in the first place."

"Paradox." The Doctor muttered. "An endless paradox."

He paused, and Martha and Donna bowed their heads from their place to the side of the console.

The Doctor suddenly seemed to rouse himself and he looked over Lily's head at Martha as he asked: "Time to go home?"

Lily glanced over as well, watching as Martha gave a small, sad smile as she answered: "Yeah. Home."

* * *

Martha and Donna walked out ahead once they landed, and the Doctor stopped Lily before they followed outside. Brown eyes met hazel, and Lily leant up as the Doctor bent down. Their lips met in a deep kiss, sorrow lining every movement as the Doctor pulled her in tighter and Lily gripped the back of his suit jacket.

Eventually they broke apart, breathless, and Lily whispered: "I'm so sorry."

"No. I'm glad… we met Jenny." The Doctor admitted quietly, and Lily nodded.

Nothing more needed to be said. The Doctor had changed, and Lily knew that instead of being bitter about her death, he would treasure the memories he'd had with Jenny. Together, they linked hands as the Doctor pushed the Tardis door open, and they walked out to catch up with Martha and Donna as the pair walked down the street towards Martha's apartment.

They caught up as Martha hugged Donna, murmuring: "Good luck."

"And you." Donna replied, before letting go so that Lily could hug Martha as well.

"Goodbye, Martha." Lily murmured. "And don't forget to call. Whenever you want- even if it's just for a chat."

"I know. And I will." Martha replied firmly as she let go of Lily with a smile. "And you good luck with him."

She nodded at the Doctor, who smiled at Martha as he said lightly: "We're making a habit of this."

"Yeah. And you'd think it'd get easier." Martha joked, making them all smile before the Doctor hugged her as well.

"Bye, Doctor." Martha whispered, and the Doctor replied with a genuine smile: "Goodbye. Dr. Jones."

Martha smiled, and with a last look the pair turned and walked away with Donna, going into the Tardis before they disappeared for their next adventure. Unaware what was happening on Messaline with Jenny, and never guessing that perhaps… the universe wasn't so cruel.


	102. 36-1 The Unicorn and the Wasp

The Doctor stepped out of the Tardis, Lily peering around him and Donna poking her head behind the younger brunette as they all looked around curiously. Lily perked up as she found they'd landed just inside the grounds of what appeared to be an old, grand manor and she smiled as the Doctor mused contently: "Oh, smell that air."

The Doctor strode forward, heading into the grounds a he continued while the two women followed: "Grass and lemonade. And a little bit of mint. A hint of mint. Must be the 1920s."

"You can tell what year it is just by smelling?" Donna asked incredulously, and the Doctor scoffed: "Oh, yeah."

"Oh, you liar." Lily chuckled, and Donna agreed as she said with a laugh: "Or maybe that big vintage car coming up the drive gave it away."

She gestured at said open-topped car, which was driving up the gravel road to stop right in front of the manor before beeping its horn. They watched as an elderly gentleman stepped out of the car, heading inside as two servants and a butler came out to greet the man.

A footman stepped forward to take the old man's car while the butler told the servants smartly: "The Professor's baggage, Richard. Step lively."

The butler then turned to the elderly gentleman, greeting formally: "Good afternoon, Professor Peach."

"Hello, Greeves, old man." The professor greeted, just as a young vicar rode up on his bicycle.

The Doctor, Lily and Donna snuck closer, hiding in the shrubbery as the Professor greeted the vicar: "Ah, Reverend."

"Professor Peach." The Reverend returned as he climbed off his bike. "Beautiful day. The Lord's in his heaven, all's right with the world."

"Reverend Golightly." The butler, Greeves, greeted. "Lady Eddison requests you make yourselves comfortable in your rooms. Cocktails will be served on the lawn from half past four."

"You go on up." The Professor told the Reverend good-naturedly. "I need check something in the library."

"Oh?" The Reverend asked in surprise, but the Professor simply said firmly: "Alone."

Lily raised a brow, exchanging looks with the Doctor, while the Reverend chuckled: "It's supposed to be a party. All this work will be the death of you."

"Never mind Planet Zog." Donna whispered excitedly as the group they'd been eavesdropping on headed inside. "A party in the nineteen twenties, that's more like it."

Lily smiled while the Doctor sighed: "The trouble is, we haven't been invited."

Lily laughed while the Doctor pretended to remember: "Oh, I forgot."

He pulled out his psychic paper, waving it as he smiled widely at the two women and said excitedly: "Yes, we have."

Donna laughed and the three dashed off back to the Tardis, ready to have some light-hearted fun for the first time in a while.

* * *

The Doctor knocked on the closed Tardis door impatiently, calling: "We'll be late for cocktails."

The door finally opened, and he glanced over as Donna stepped out first, dressed in a brown beaded dress with gold accents of original 1920s design and a matching headband on her ginger head.

"What do you think?" She asked. "Flapper or slapper?"

"Flapper." The Doctor answered immediately, just as the Tardis door creaked once more and Lily stepped outside as well, tugging on her hair as she placed the finishing touches on her curls.

She was dressed in a white beaded dress of similar design to Donna's, although her dress accents were in a dark brown that matched the Doctor's brown pinstripe suit. She also had a matching white headband, looking almost like a beaded crown in her soft brown curls.

Donna grinned as she watched the Doctor blink, stunned, while Lily said hurriedly: "Sorry, it was mostly my fault we took so long. Who knew 1920s curls took that long?"

"Oh, nonsense, you were late because you were helping me with my hair first." Donna returned, while still enjoying watching the Doctor stare at Lily as though his eyes were glued to her.

Donna cleared her throat loudly, and asked pointedly: "What do you think, Doctor? Doesn't Lily look flapper."

"Definitely flapper." The Doctor agreed, seeming to finally shake himself out of his reverie and he gave Lily a small smile.

"You look lovely." He told her sincerely, making Lily blush even as she beamed at him while Donna chuckled at the pair.

The Doctor held out his arm, which Lily accepted, before he led them off to the party on the manor lawns, his girlfriend by his side while their best friend waltzed along behind them.

"Good afternoon." The Doctor called jovially as they joined the party, and a servant came over instantly to ask politely: "Drinks, sir? Ma'ams?"

"Sidecar, please." Donna said poshly, and Lily hid a smile while the Doctor added with a straight face: "And a lime and soda, thank you."

"Make that two lime and sodas." Lily corrected, and the servant nodded before heading off to fetch their drinks.

The three shared grins, before they looked up as the butler from before, Greeves, called from the manor entrance: "May I announce Lady Clemency Eddison."

A petite woman, who appeared to have aged very well in grace and beauty, smiled at the guests as she joined the party.

"Lady Eddison." The Doctor greeted enthusiastically, opening his arms to the woman.

Lily hid another smile as Lady Eddison accepted the greeting, though she appeared rather confused as she asked: "Forgive me, but who exactly might you be, and what are you doing here?"

"I'm the Doctor." The Doctor introduced, feigning surprise. "And this is Dame Lily Tyler," Lily suppressed a smile at that as she remembered Queen Victoria, "of the Powell Estate, and Miss Donna Noble, of the Chiswick Nobles."

"Lady Eddison." Lily greeted politely.

Donna meanwhile dropped a curtsey as she greeted in a posh accent: "Good afternoon, my lady. Topping day, what? Spiffing. Top hole."

Lily had to hide her face in the Doctor's shoulder to stop from laughing while the Doctor muttered to Donna seriously: "No, no, no, no, no. No, don't do that. Don't."

Donna glared at the back of his head while the Doctor beamed at Lady Eddison once more as he flashed his psychic paper, saying enthusiastically: "We were thrilled to receive your invitation, my lady. We met at the Ambassador's reception."

"Doctor," Lady Eddison smiled instantly, "how could I forget you? But," she added in a hushed tone, "one must be sure with the Unicorn on the loose."

They moved towards the tables set up with food, and Lady Eddison accepted a drink as the Doctor asked in surprise: "A unicorn? Brilliant. Where?"

Lady Eddison glanced at him in surprise as she corrected: "The Unicorn. The jewel thief? Nobody knows who he is. He's just struck again."

Lily raised a brow in surprise, before accepting her drink from a servant as he passed out their orders.

"Snatched Lady Babbington's pearls right from under her nose." Lady Eddison finished, before sipping on her own drink.

"Funny place to wear pearls." Donna whispered cheekily, and Lily bit the inside of her cheeks to avoid laughing while the Doctor grinned at Donna as they all sipped their drinks.

"May I announce," Greeves called, "Colonel Hugh Curbishley, the Honourable Roger Curbishley."

A smiling young man walked onto the lawn, pushing a stately elderly gentleman in a wheelchair. They headed over to Lady Eddison, who introduced happily: "My husband, and my son."

Lily smiled politely at the newcomers while the Colonel excused: "Forgive me for not rising. Never been the same ever since that flu epidemic back in eighteen."

Lily nodded understandingly, before glancing over as Roger exclaimed with a wide smile: "My word," he looked her up and down, "you are a super lady."

Lily almost raised a brow. There was something there in his mannerisms that didn't quite seem right, but before she could delve further, the Doctor interjected with a wider smile: "Hello. I'm the Doctor."

He shook Roger's hand, and the man greeted with a gentle smile: "How do you do?"

Lily's brows shot up as she examined Roger with well-hidden surprise, while the Doctor replied nonchalantly: "Very well."

"Your usual, sir?" A young servant asked as he held out a cocktail, and Roger glanced over.

"Ah." He murmured as he took the drink with a small look at the servant. "Thank you, Davenport. Just how I like it."

The Doctor and Lily watched the exchanged with interest, before glancing at each other and hiding smiles in their drinks, when Donna suddenly piped up in confusion: "How come she's an Eddison, but her husband and son are Curbishleys?"

She gestured at Lady Eddison and her husband while the pair chatted away happily, and the Doctor whispered in explanation: "The Eddison title descends through her. One day Roger will be a lord."

Donna raised a brow, impressed, before they all looked over as Greeves announced once more: "Robina Redmond."

A pretty young woman, dressed to the height of current fashion in a beautiful dark dress with red accents, strode in with a winning smile, and Lily cocked her head as Lady Eddison whispered to them enthusiastically: "She's the absolute hit of the social scene. A must."

She then smiled as the woman walked over, greeting cordially: "Miss Redmond."

"Spiffing to meet you at last, my lady." Miss Redmond replied with a coy smile. "What super fun."

As Lady Eddison made the necessary introductions, Lily's attention shifted back to the mansion as Greeves announced: "Reverend Arnold Golightly."

"Ah, Reverend." Lady Eddison beamed, turning to greet the man warmly. "How are you? I heard about the church last Thursday night. Those ruffians breaking in."

The whole party's attention turned to the Reverend with interest as the Colonel added: "You apprehended them, I hear."

"As the Christian Fathers taught me, we must forgive them their trespasses." The Reverend replied demurely. "Quite literally."

Lily smiled at the light joke, although it faded as Roger interjected sternly: "Some of these young boys deserve a descent thrashing."

"Couldn't agree more, sir." The servant Davenport added as he switched out Roger's drink glass, and Lily raised her brows as she stared at the two men once more.

The Doctor was doing the same, his expression thoughtful, while Donna sighed: "Typical. All the decent men are on the other bus."

Lily grinned as the Doctor added in protest: "Or taken."

Donna gave him a look of disbelief while Lily chuckled, and Roger spoke to his mother: "Now, my lady. What about this special guest you promised us?"

"Here she is." Lady Eddison replied with a beaming smile as she looked over her son's shoulder.

They all turned to see a pleasant-faced woman with blonde hair walking in as Lady Eddison added excitedly: "A lady who needs no introduction."

They all clapped as the woman walked up, and the lady said in embarrassment: "No, no, please, don't. Thank you, Lady Eddison. Honestly, there's no need."

She glanced about at the group, before turning to the Doctor and his companions first as she held out her hand, greeting: "Agatha Christie."

Lily's eyes widened in complete awe, as did the Doctor's, while Donna smiled and shook the woman's hand, asking blankly: "What about her?"

"That's me." Agatha Christie replied, looking a little confused, and Donna's mouth dropped open as the penny finally dropped.

"No." She gasped. "You're kidding."

Agatha Christie smiled politely, and the Doctor added as he shook the woman's hand enthusiastically: "Agatha Christie. I was just talking about you the other day. I said, I bet she's brilliant. I'm the Doctor, this is Lily, and this is Donna."

He gestured at his companions before he continued rambling excitedly: "Oh, I love your stuff. What a mind. You fool me every time. Well, almost every time." He added, and Donna's smile became a little forced.

The Doctor didn't really notice as he corrected again thoughtfully: "Well, once or twice. Well, once."

Lily rolled her eyes, while the Doctor finished happily: "But it was a good once."

"Sorry, they're from abroad." Lily cut in quickly, taking the famous writer's hand instead and shaking it.

"Lovely to meet you, Ms. Christie. Lily Tyler." Lily greeted, and Agatha Christie smiled kindly.

"The pleasure is all mine." The writer replied before she surveyed the group once more.

"You make a rather unusual couple." She added, nodding at the Doctor and Lily.

The pair blinked before the Doctor said hastily: "Oh, no, no, no, no. We're not married."

"We're not like that." Lily agreed quickly while Donna rolled her eyes behind them.

"Well, obviously not." Agatha Christie agreed easily, making them all pause.

The writer gestured at the Doctor and Lily's hands as she explained: "No wedding ring."

Lily blinked, glancing down at her hand before a smile appeared on her face. Donna was also grinning excitedly as the Doctor said gleefully: "Oh. Oh, you don't miss a trick."

"I'd stay that way if I were you." The writer suddenly added warningly. "The thrill is in the chase, never in the capture."

The Doctor raised a brow while Lily and Donna paused in surprise, while Lady Eddison finally interjected as she greeted: "Mrs. Christie, I'm so glad you could come. I'm one of your greatest followers. I've read all six of your books."

Agatha Christie smiled politely, but the Doctor watched keenly as Lady Eddison glanced around before asking: "Er, is, er, Mr. Christie not joining us?"

"Is he needed?" The writer returned with a raised brow. "Can't a woman make her own way in the world?"

Lily raised a brow as well, both liking the woman and having detected the faint coldness in Agatha Christie's air. The Doctor had noted it as well, and he and Lily exchanged looks while the Colonel chuckled: "Don't give my wife ideas."

"Now Mrs. Christie, I have a question." Roger added curiously. "Why a Belgian detective?"

The Doctor strode over quietly, borrowing the Colonel's newspaper and moving to a corner of the party to check it. Lily followed him as Agatha Christie replied to Roger: "Belgians make such lovely buns."

The group burst into laughter, Donna with them, while the Doctor's eyes widened as he read the paper and Lily stared at him. He nodded at her just as Roger called, looking around: "I say, where on Earth's Professor Peach? He'd love to meet Mrs. Christie."

"Said he was going to the library." The Reverend replied, and the Doctor motioned silently for Donna to come over to him and Lily.

Donna saw the gesture and moved smoothly over as Lady Eddison called to her chief maid: "Miss Chandrakala, would you go and collect the Professor?"

"At once, Milady." Chandrakala replied instantly, heading off back to the mansion as Donna stopped beside Lily, looking at the pair expectantly.

"The date on this newspaper." The Doctor explained in a whisper, keeping his eyes on Agatha Christie.

Donna glanced at it before asking confusedly: "What about it?"

"It's the day Agatha Christie disappeared." Lily explained softly, and Donna's jaw dropped. She stared at the writer, who was smiling away as the rest of the party chattered, before looking back at the Doctor and Lily with wide eyes.

"What?" She whispered, and the Doctor explained quietly: "She'd just discovered her husband was having an affair."

"You'd never think to look at her, smiling away." Donna murmured as she observed the writer as she chatted animatedly with Lady Eddison.

"Well, she's British and moneyed." The Doctor shrugged. "That's what they do. They 'carry on'." He finished in a posh tone.

Donna glanced at him as his eyes narrowed thoughtfully, while he continued the tale: "Except for this one time. No one knows exactly what happened. She just vanished."

Lily nodded as she remembered reading about the mystery surrounding the famous mystery books author.

"Her car will be found tomorrow morning by the side of a lake." The Doctor explained to Donna. "Ten days later, Agatha Christie turns up in a hotel in Harrogate. Said she'd lost her memory. She never spoke about the disappearance till the day she died, but whatever it was…"

"It's about to happen." Donna realized, and Lily nodded as the Doctor murmured: "Right here, right now."

"Professor!" A voice screamed from behind them and Lily jumped.

Everyone turned around in shock as Miss Chandrakala came running out of the mansion, shrieking hysterically: "The library! Murder! Murder!"

* * *

The Doctor ran into the library first, Lily right behind him. Donna followed behind the pair while Agatha Christie entered behind as the Doctor knelt beside the dead body lying facedown in the middle of the room.

"Oh, my goodness." Greeves gasped as he stood in the doorway.

The Doctor whipped on his glasses, examining the Professor's head as the three women knelt down beside him, and he murmured: "Bashed on the head. Blunt instrument."

"His watch broke as he fell." Lily added as she tapped the dead man's dead watch. "Time of death was quarter past four."

The Doctor jumped up to examine the papers lying on the desk beside the body while Donna touched something on the ground beside the Professor's body.

"A bit of pipe." She murmured, before glancing at Lily and the Doctor. "Call me Hercules Poirot, but I reckon that's blunt enough."

Lily was examining the glass bookcase to the side of the room, while Agatha Christie spotted something in the fireplace grate. She crept over while none of them were looking her way, and picked up the burnt piece of paper, pocketing it stealthily in her bag. Or, she thought none of them were looking.

"Nothing worth killing for in that lot." The Doctor commented as he left the papers he'd been searching. "Dry as dust."

"Nothing here either." Lily added as she moved to the Doctor, and Donna stood up.

"Hold on." The redhead murmured to her friends. "The ' _Body In The Library'_? I mean, Professor Peach, in the library, with the lead piping?"

The Doctor glanced at her before looking back down at the desk thoughtfully, but they were interrupted as Lady Eddison ordered: "Let me see."

"Out of my way." The Colonel called as the group from the lawn all crowded into the room as well.

"Gerald?" Lady Eddison cried in horror as she stared down at the body, and the Reverend whispered: "Saints preserve us."

He crossed himself as Miss Redmond placed her hands over her mouth, gasping: "Oh how awful."

"Someone should call the police." Agathie Christie said firmly, but the Doctor cut in quickly: "You don't have to."

He introduced as he flashed his psychic paper: "Chief Inspector Smith from Scotland Yard, known as 'the Doctor'. Dame Tyler is an old friend who invited me here with her, and Miss Noble is the plucky young girl who helps me out."

Donna shot the Doctor a dirty look, while Lady Eddison gasped: "I say."

"Mrs. Christie was right." The Doctor continued sternly. "Go into the sitting room. I will question each of you in turn."

The guests all paused, but Agatha Christie called firmly: "Come along. Do as the Doctor says. Leave the room undisturbed."

The writer led the group outside, and Donna hissed to the Doctor: "The plucky young girl who helps me out?"

"No policewomen in 1926." The Doctor shrugged as he bent down beside the body again.

"I'll pluck you in a minute." Donna snapped, before asking seriously: "Why don't we phone the real police?"

"Well the last thing we want is PC Plod sticking his nose in." The Doctor replied before his eyes narrowed. "Especially now I've found this."

The Doctor scraped some kind of goo off the floorboards by the dead body, and held it up for them to see as he explained: "Morphic residue."

Lily's eyes narrowed while Donna commented dryly: "Morphic? Doesn't sound very 1926."

"It's left behind when certain species genetically re-encode." The Doctor explained and Donna gaped: "The murderer's an alien?"

"Which means one of them is an alien in human form." Lily murmured as she nodded out the door.

"Yeah, but think about it." Donna whispered. "There's a murder, a mystery, and Agatha Christie."

"So? Happens to me all the time." The Doctor shrugged, but Lily had pursed her lips in thought.

"No, but isn't that a bit weird?" Donna demanded. "Agatha Christie didn't walk around surrounded by murders. Not really. I mean, that's like meeting Charles Dickens and he's surrounded by ghosts, at Christmas."

"Well." The Doctor shrugged again, and Donna scoffed: "Oh, come on! It's not like we could drive across country and find Enid Blyton having tea with Noddy."

She paused, before asking skeptically: "Could we? Noddy's not real. Is he? Tell me there's no Noddy."

The Doctor raised a brow, leant in and said to Donna seriously: "There's no Noddy."

He then turned and walked out the library, taking Lily's hand as he went. The pair hurried out and up the stairs as Donna scorned, walking after them: "Next thing you know, you'll be telling me it's like ' _Murder On The Orient Express'_ , and they all did it."

"Murder on the Orient Express?" Agatha Christie asked curiously as she stepped out behind them from where she'd been standing hidden in the doorway by the bottom of the steps.

The trio whipped around, and Lily's eyes widened while Donna said enthusiastically: "Ooo, yeah. One of the best."

"But not yet." The Doctor said flatly, and Donna's eyes widened as well as she realized her mistake.

Lily shook her head at Donna, but thankfully Agatha didn't notice as she mused: "Marvellous idea, though."

"Yeah." Donna said vaguely, before saying seriously: "Tell you what. Copyright Donna Noble, okay?"

"Anyway." Lily hinted, and the Doctor said firmly: "Agatha, you, Lily and I will question the suspects. Donna, you search the bedrooms. Look for clues."

"Residue." Lily whispered in explanation to Donna, while the Doctor continued: "You'll need this."

He held out a large magnifying glass, and both Lily and Donna stared at it.

"Is that for real?" Donna deadpanned, and the Doctor teased: "Go on. You're ever so plucky."

Lily hid a snort from a curious Agatha as Donna gave the Doctor a look before taking the magnifying glass and going upstairs alone.

"Will she be all right on her own?" Lily asked in a hushed tone, and the Doctor murmured back: "She'll be fine."

"Then why did you keep me with you?" Lily challenged, and the Doctor grinned.

"Thought you'd want to solve a mystery with Agatha Christie. Isn't it brilliant?" He replied, making Lily raise a brow.

"How like a man to have fun while there's disaster all around him." Agatha commented, having been watching their exchange, and the Doctor glanced back over at the writer sheepishly.

"Sorry. Yeah." He said awkwardly, and Agatha scolded: "I'll work with you, gladly, but for the sake of justice, not your own amusement, Doctor."

"Yeah." The Doctor muttered and Agatha turned to Lily.

"How do you manage to stay around a man like him?" She wondered, and Lily shrugged.

"Perhaps because I know when I've captured the right man." The brunette girl said slyly. Agatha blinked in surprise while the Doctor's face split into a wide smile.

Lily just smiled innocently back as she said firmly: "Now, let's solve us a mystery."


	103. 36-2 Mysteries

"Now then, Reverend." The Doctor began as he leant back on the fireplace mantle in the sitting room.

Lily and Agatha sat in chairs before him while the Reverend sat on the chair opposite the trio, his hands placed politely in his lap. Lily was watching the man carefully while Agatha took notes as the Doctor questioned: "Where were you at a quarter past four?"

"Let me think." The Reverend murmured.

He thought for a moment before lighting up and he said with a small smile: "Why yes, I remember. I was unpacking in my room."

"No alibi, then." The Doctor pointed out, and Agatha checked: "You were alone?"

"With the Lord, one is never truly alone." The Reverend returned, before looking up at the Doctor.

"Doctor?" He asked, almost borderline challenging. Lily frowned.

* * *

"And where were you?" The Doctor questioned, his gaze stern.

"Let me think." Roger frowned, before he nodded. "I was... Oh, yes. I was taking a constitutional in the fields behind the house. Just taking a stroll, that's all."

"Alone?" The Doctor checked and Roger replied immediately: "Oh, yes, all alone. Totally alone. Absolutely alone. Completely. All of the time."

Lily arched one brow but didn't comment on the blatant lie.

Roger continued, although in his mind he remembered the romantic stroll he'd spent with the manservant Davenport: "I wandered lonely as the proverbial cloud. There was no one else with me. Not at all. Not ever."

* * *

"And where were you?" The Doctor asked.

"At a quarter past four." Miss Robina Redmond said slowly. "Well, I went to the toilet when I arrived, and then um…"

She thought for a moment before replying: "Oh, yes, I remember. I was preparing myself."

The woman remembered, in her mind, checking her small revolver was inside her small handbag, but she aloud continued casually: "Positively buzzing with excitement about the party and the super fun of meeting Lady Eddy."

"We've only got your word for it." Lily commented, and Miss Redmond shrugged.

"That's your problem, not mine." She replied coolly, that small coquettish smile never once faltering.

* * *

"And where were you, sir?" The Doctor asked, starting to get tired.

"Quarter past four?" Colonel Curbishly checked. "Dear me, let me think… Ah, yes, I remember."

He nodded as he continued: "I was in me study, reading through some military memoirs. Fascinating stuff."

In his mind's eye, he remembered the pictures of young ladies dressed only in strings of pearls, the pictures hidden in his books and folders.

"Took me back to my days in the army." The Colonel mused, and he technically wasn't lying. "Started reminiscing. Mafeking, you know."

He fell into happy thought as he remembered the can-can dance performances.

"Terrible war." He murmured, and the Doctor raised a brow.

"Colonel, snap out of it." He said pointedly, and the Colonel seemed to rouse himself a little as he repeated: "I was in me study-"

Lily rolled her eyes while the Doctor interrupted quickly: "No, no, no. Right out of it."

"Oh, sorry." The Colonel blinked, coming back out of his musings. "Got a bit carried away there."

Agatha raised a brow, Lily sighed, and the Doctor rubbed his face.

* * *

"And where were you at a quarter past four, my lady?" The Doctor questioned.

"Now, let me see." Lady Eddison murmured thoughtfully.

"Yes, I remember." She said after a moment. "I was sitting in the Blue Room, taking my afternoon tea."

In her head, she remembered how she drank secretly out of her hip flask, draining the contents. Aloud she continued demurely: "It's a ritual of mine. I needed to gather strength for the duty of hostess."

She then paused, and nodded at the couple before her as she continued: "I then proceeded to the lawn where I met you, Doctor and lovely Dame Lily, and I said, 'who exactly might you be and what are you doing here'? And you said-"

"Yes, yes. You can stop now." The Doctor interrupted. "We were there for that bit."

"Of course." Lady Eddison murmured, before she hiccupped suddenly.

Lily sighed quietly while Agatha jumped a little as Lady Eddison seemed to burp a little, trying to cover it with her hand as she murmured: "Excuse me."

* * *

"No alibis for any of them." Agatha muttered as she paced the room.

Lily sat rubbing her temples, and she added with a sigh: "And it felt like every single one of them was lying."

The Doctor was pacing thoughtfully before her as Agatha stopped, murmuring: "The ' _Secret Adversary'_ remains hidden. We must look for a motive. Use," she tapped her head, "ze little grey cells."

Lily blinked in surprise at Agatha's sudden mischievous sense of humour, before she chuckled as the Doctor grinned: "Oh, yes, little grey cells. Good old Poirot. You know, I've been to Belgium."

He suddenly rambled as he settled in the chair beside Lily: "Yeah. I remember… I was deep in the Ardennes, trying to find Charlemagne. He'd been kidnapped by an insane computer."

Lily stared at him in alarm and kicked his foot as discreetly as she could but the damage was already done.

"Doctor?" Agatha said incredulously and he jumped.

"Sorry." He said, while Lily and Agatha stared at him, the former in a mix of exasperation and amusement and the latter with complete disbelief.

"Charlemagne lived centuries ago." Agatha pointed out, and the Doctor shrugged: "I've got a very good memory."

Agatha raised a brow, before she said slowly and with a sly smile: "For such an experienced detective, you missed a big clue."

"What, that bit of paper you nicked out the fire?" The Doctor fired back.

Agatha paused before she said in disbelief: "You were looking the other way."

"We saw you reflected in the glass of the bookcase." Lily explained, and a slow smile spread across Agatha's face.

"You crafty couple." She said with amusement, and both of them grinned back at her.

Agatha then pulled paper out, showing it to them as she explained: "This is all that was left."

Both Lily and the Doctor stood up, leaning over to read the word: 'aiden', while the first letter of the word was charred black.

"What's that first letter?" The Doctor wondered as he frowned, squinting at the paper. "'N' or 'M'?"

"It's an 'M'." Agatha replied. "The word is 'maiden'."

"Maiden!" The Doctor shouted in triumph, making Agatha jump.

He ignored it as he paused before asking: "What does that mean?"

Lily smacked his arm while Agatha sighed, saying: "We're still no further forward."

The Doctor rubbed his arm absently, while Agatha continued thoughtfully: "Our ' _Nemesis'_ remains at large. Unless Miss Noble's found something."

Of course, it was at that moment that someone screamed.

"Doctor!" Donna screamed from upstairs, and they all whirled around.

"Donna." The Doctor gasped.

Lily was already out the door as the Doctor raced out behind her, Agatha hot on his heels. The Doctor caught up to Lily halfway up the stairs, and he overtook her as they reached the landing, just as Donna screamed again.

"Doctor!"

They ran towards the sound, dashing down the corridor and around a corner before finally skidding to a halt beside the shaken redhead as she stood by a closed bedroom door.

Donna turned to face her friends, and she whispered in horror: "It's a giant wasp."

"What do you mean, a giant wasp?" The Doctor asked with a frown, and Donna hissed hysterically: "I mean, a wasp that's giant!"

Lily's eyes widened as she spotted something sticking out of the bottom of the door while Agatha scoffed: "It's only a silly little insect."

Lily nudged the Doctor, pointing at what she'd seen as Donna snapped back: "When I say 'giant', I don't mean 'big', I mean flipping enormous!"

"Look." Lily interjected, pointing at what she had seen. "Look at the sting."

Agatha's eyes went wide as she saw the giant sting that was imbedded in the door while Donna nodded frantically.

"Let me see." The Doctor said sharply, pushing passed them to open the door and peer inside.

He glanced around the abandoned and dusty room, before he opened the door wider, letting them all see inside as he muttered: "It's gone. Buzzed off."

He hurried to check the broken window, where the wasp must've broken through to attack Donna, peering outside while Lily soothed the rattled redhead.

Agatha meanwhile looked about the room before turning back to the sting, murmuring in awe: "But that's fascinating-"

"Hey, hey, hey!" The Doctor called as he dashed back to stop Agatha, warning her: "Don't touch it. Don't touch it."

Agatha paused, glancing at him as the Doctor said firmly: "Let me."

He scraped the gooey liquid dripping off the end of the broken stinger, using a pencil to scoop the goo into a test-tube as he murmured: "Giant wasp. Well, tons of amorphous insectivorous lifeforms, but none in this galactic vector."

Lily raised her brow at him while Agatha said a little sarcastically: "I think I understood some of those words. Enough to know that you're completely potty."

"Lost its sting, though." Donna commented to her friends, ignoring Agatha's comment. "That makes it defenceless."

Lily shook her head while the Doctor answered seriously: "Oh, a creature this size? Got to be able to grow a new one."

"Can we return to sanity?" Agatha demanded. "There are no such things as giant wasps…"

She glanced at the broken window as she spoke, sounding a little uncertain, while the Doctor answered: "Exactly."

Lily glanced at him, and the Doctor turned to her as he finished thoughtfully: "So. The question is: what's it doing here?"

He stood back up thoughtfully, heading back towards the sitting room. Agatha stared after him incredulously while Lily simply followed, Donna right behind her.

"How is it you are so calm?" Agatha wondered as she trailed behind the group, but before any of them could answer a scream sounded from outside.

The group froze momentarily and Lily's eyes widened in shock before the Doctor took off, dashing down the stairs and running outside as the others quickly followed behind him. They ran in the direction they had heard the scream come from, running around the outside of the mansion.

Lily's eyes widened in horror as they turned a corner to see the chief maid, Miss Chandrakala, lying on the gravel with a fallen gargoyle lying broken on her body.

"No." Lily gasped as the Doctor skid to his knees beside the woman, who was barely alive as she gasped for her last few breaths.

"The poor little child." Miss Chandrakala got out as the four crowded around her desperately, before she closed her eyes. Dead.

Lily bowed her head, before it snapped up as they heard a buzzing sound from somewhere nearby.

"There!" The Doctor shouted as he got to his feet, staring up towards the sky.

They all looked up sharply in time to see a giant wasp, its stinger already regrown, as it flew down briefly before it retreated back towards the mansion.

"Come on!" The Doctor ordered and the four raced back inside.

"Hey, this makes a change." Donna commented as they ran as fast as they could back up the stairs. "There's a monster, and _we're_ chasing _it_."

"It can't be a monster." Agatha protested firmly, trying to convince herself as much as them. "It's a trick. They do it with mirrors."

They reached the upstairs corridor just as there was a crash and a loud buzzing, and they stopped to see the tail end of the wasp in the rafters above, its sting pointed warningly towards them.

"By all that's holy." Agatha gasped.

"Oh, but you are wonderful." The Doctor breathed in awe as the wasp began to crawl down the rafters towards them.

"Doctor, now isn't the time." Lily reminded, and the Doctor roused himself quickly as the wasp appeared fully before them.

"Now, just stop." He warned it. "Stop there."

The wasp lunged towards the anyways, and Agatha screamed as Lily grabbed her and dragged her out of the way just in time. The wasp's sting scratched the wall just behind them, just missing them as they all threw themselves out of the way.

"Oi, fly boy." Donna growled before she held up the magnifying glass.

Lily stared at her, wondering what she was doing, but apparently the wasp had had a bad encounter with Donna and the magnifying glass because it abruptly turned and flew away.

"Don't let it get away!" The Doctor shouted. "Quick, before it reverts back to human form."

They ran after the wasp, running down the corridors as the Doctor shouted: "Where are you? Come on. There's nowhere to run. Show yourself!"

Immediately, every door in the corridor, and each one of their suspects stepped out of their rooms in confusion.

Lily's jaw dropped before she sighed while the Doctor said a little petulantly: "Oh, that's just cheating."

* * *

"My faithful companion." Lady Eddison wailed as they all crowded into the drawing room. "This is terrible."

"Excuse me, my lady," Davenport piped up as he rolled the Colonel in behind the sobbing woman, "but she was on her way to tell you something."

"She never found me." Lady Eddison said despondently as her son sat comfortingly beside her on one of the sofas. "She had an appointment with death instead."

"She said, 'the poor little child'." The Doctor suddenly said sharply. "Does that mean anything to anyone?"

He leaned back on the armrest of one of the couches in the corner, watching the whole room as the guests all glanced over from their seats at the various sofas in the room.

"No children in this house for years." The Colonel replied before glancing at his son as he added pointedly: "Highly unlikely there will be."

Roger looked away and Lily raised a brow – so his parents were aware – while Lady Eddison turned to Agatha beseechingly.

"Mrs. Christie," she begged, "you must have twigged something. You've written simply the best detective stories."

"Tell us," the Reverend chimed in, "what would Poirot do?"

"Heavens sake." The Colonel added in exclamation. "Cards on the table, woman. You should be helping us."

"But," Agatha objected, "I'm merely a writer."

"But surely you can crack it." Miss Redmond urged. "These events, they're exactly like one of your plots."

"That's what I've been saying." Donna added. "Agatha, that's got to mean something."

Lily sighed, knowing they were likely pressurizing the woman too much. Sure enough Agatha protested: "But what? I've no answers. None. I'm sorry, all of you. I'm truly sorry, but I've failed. If anyone can help us, then it's the Doctor, not me."

She looked away while the rest of the room paused before turning to look at the Doctor, who blinked at all the sudden attention.

* * *

Lily left the Doctor and Donna in the Tardis, instead going off in search of their mystery author. She soon spotted the other woman and came up quietly towards Agatha where the older woman was sitting despondently beneath a gazebo by the corner mansion wall.

"Do you mind if I join you?" Lily asked softly, and Agatha glanced up. Sighing as she saw the pretty young brunette, she nodded and Lily took the seat beside the writer.

Leaning back, Lily said gently: "You shouldn't let the pressure get to you, or put yourself down, Agatha. I think you're an incredible woman who has yet to even fully unlock her potentials."

"Thank you, but," Agatha replied dejectedly, "I doubt even you truly believe that."

"I think you would be surprised." Lily commented lightly, and Agatha glanced at her.

"I appreciate you trying to be kind." She told the younger woman. "But they're all right. These murders are like my own creations- it's as though someone's mocking me. And I've had enough scorn for one lifetime."

"Yeah." Lily sighed. "It can't be easy. I was lucky- I've never been in love before the Doctor. Sure, there was one boyfriend before but I only agreed to a date because he begged for a chance. I was never that interested. I eventually broke it off, because it was kinder that way. And then, the Doctor, well… he's wonderful. He was what I never thought I'd find. So trust me, there's always someone better."

Agatha stared at Lily for a moment before she sighed.

"I see." She murmured. "Is my marriage the stuff of gossip now?"

"Oh." Lily said, realizing her mistake belatedly. Kicking herself, she tried to rectify as she began: "No, it's just that you seemed… about your husband…"

As Agatha raised her brow, Lily gave up and she murmured sheepishly: "Sorry."

"No matter." Agatha sighed, before she admitted softly: "The stories are true. I found my husband with another woman. A younger, prettier woman." She scoffed. "Isn't it always the way? Not that you would understand."

She looked over at Lily, who winced a little.

"Well, maybe I am young." Lily said awkwardly- how to explain that the nine hundred year old Doctor had chosen twenty year old her to be his girlfriend?

"But um," Lily tried to find something, "I like to think the Doctor wouldn't mind even when I get older." Okay, not her best line of defence. "And Donna's ex-fiancé was cheating on her with a giant spider monster."

Agatha laughed and she mused: "Is that a metaphor for something?"

' _Yes, it is: it's a metaphor for Racnoss._ ' Lily thought in her head, but Agatha had sighed again.

"You and the Doctor talk such wonderful nonsense." She murmured wistfully and Lily shook herself.

"Look, Agatha." Lily said seriously, staring straight at the other woman. "You are brilliant. You really are. You're so clever with your words and your wonderful plots. It's one of the reasons people love your books. And," Lily took a chance, "they'll be reading them for years to come. Centuries."

"If only." Agatha sighed. "Try as I might, it's hardly great literature. Now, that's beyond me. I'm afraid my books will be forgotten, like ephemera."

Lily stared at Agatha sadly, wishing there were some way she could show the other woman just how wrong she was. Agatha meanwhile heaved a great sigh, turning away before something caught her eye.

"Hello, what's that?" She asked with a frown, and Lily glanced over curiously as Agatha pointed out: "Those flowerbeds were perfectly neat earlier."

She walked over, pointing to the shrubbery in question as she noted: "Now, some of the stalks are bent over."

Lily's eyes widened as she realized Agatha was right, and the pair bent down to peer into the shrubs to find a small, dark leather case.

Lily's eyes widened before she turned to Agatha and smiled, saying encouragingly: "See? Who else would have noticed that? You are brilliant."

"Says the woman seeing the Doctor." Agatha muttered, but Lily was pleased to see that the writer was looking a little more hopeful than she had been earlier.

* * *

They sat the case on one of the sitting room tables, the Doctor opening it up carefully so that they could all scrutinize the contents.

Lily's brows shot up as she saw all the lock-picking tools held carefully inside while the Doctor murmured: "Ooo. Someone came here tooled up. The sort of stuff a thief would use."

"The Unicorn." Lily realized, and Agatha agreed: "He's here."

"The Unicorn and the wasp." The Doctor murmured thoughtfully, just as the sitting room door opened.

"Your drinks, ladies. Doctor." Greeves announced as he carried in four glasses on a tray.

The Doctor stood up, patting the butler's back as he said cheerfully: "Very good, Greeves."

He grabbed the two glasses of lime and soda, handing one to Lily, while Donna and Agatha took their respective glasses as well. As Greeves left politely, Lily placed her yet untouched drink on the table between her and the Doctor while Donna wondered: "How about the science stuff. What did you find?"

"Mm." The Doctor announced after taking a sip of his drink. "Vespiform sting."

He pulled out his test-tube with the gooey liquid as he explained: "Vespiforms have got hives in the Silfrax galaxy."

"Again, you talk like Edward Lear." Agatha observed, and Lily just smiled while the Doctor went on thoughtfully: "But for some reason, this one's behaving like a character in one of your books."

He looked over at Agatha as he took another gulp of his drink while Donna encouraged: "Come on, Agatha. What would Miss Marple do? She'd have overheard something vital by now, because the murderer thinks she's just a harmless old lady."

Lily kicked Donna's foot while Agatha said thoughtfully: "Clever idea. 'Miss Marple'? Who writes those?"

"Er," Donna said quickly, "copyright Donna Noble. Add it to the list."

"Lily." The Doctor suddenly said faintly, and she glanced over as she sighed at her friend: "Donna."

Lily froze as she took in the Doctor's face while Donna grumbled: "Okay, we could split the copyright."

"Doctor?" Lily asked in alarm as she saw the slacked expression on his face.

She reached over to touch his face as he said softly: "Something's inhibiting my enzymes."

"What?" Lily cried while he reached out with a heavy hand and knocked her drink off the table, scattering the contents on the ground.

"Doctor!" Donna shouted while the Doctor cried out in pain: "Argh!"

Lily was clutching him tightly, worrying desperately as he gasped out in explanation to Donna: "I've been poisoned."

He was doubling over in pain, clutching Lily for all he was worth as he fought to gain control, and Donna demanded: "What do we do? What do we do?"

Agatha meanwhile had taken the Doctor's drink, and she sniffed it.

"Bitter almonds." She realized in horror. "It's cyanide. Sparkling cyanide!"

The Doctor surged to his feet, Lily helping him as he rushed on wobbly legs out of the room.

"Where to?" She asked, frightened, and he replied between short breaths: "The kitchen!"

They hurried along, Donna and Agatha right behind them as the Doctor finally staggered into the kitchen, pushing off Lily to grab Davenport.

"Ginger beer!" He shouted, and Davenport asked blankly: "I beg your pardon?"

"I need ginger beer." The Doctor cried desperately, while Lily rooted about the kitchen.

"The gentleman and lady have gone mad." The cook cried as she stared at them, while Lily shouted as she found the ginger beer: "Doctor, here!"

She opened the bottle, hurrying to give it to him and the Doctor quickly gulped it down as Donna and Agatha arrived, the latter gasping: "I'm an expert in poisons. Doctor, there's no cure. It's fatal."

The Doctor meanwhile was pouring ginger beer over his head and over his chest and shoulders. He spat out some extra ginger beer in his mouth before explaining loudly: "Not for me. I can stimulate the inhibited enzymes into reversal."

"Shut up, and tell me what else you need." Lily interjected sharply, worried about how deathly pale the Doctor was getting.

"Protein." The Doctor bit out. "I need protein."

The three women turned to look wildly about the kitchen as the Doctor breathed quickly and heavily, trying to remain in some control.

"Walnuts?" Donna suggested as she found a jar full of them, and the Doctor gasped: "Brilliant."

He grabbed the jar from her, filling his entire mouth with them.

"How are you going to explain what else you need!" Lily cried, and the Doctor worked to chew through his mouthful as he began to motion with his hand.

"I can't understand you." Donna muttered as they stared at the Doctor, before she demanded: "How many words?"

The Doctor held up one finger on his other hand as he chewed violently but he had filled his mouth with too many walnuts, and he began to shake his hand again desperately.

"One. One word." Donna said frantically. "Shake. Milk shake. Milk? Milk?"

The Doctor shook his head, staring pleadingly, and Donna shouted: "No, not milk? Shake, shake, shake."

Lily suddenly had a realization and she spun around while Donna continued guessing: "Cocktail shaker. What do you want, a Harvey Wallbanger?"

" _Harvey Wallbanger_?" The Doctor repeated incredulously, having finally chewed through enough walnuts to speak albeit with a still very full mouth.

He spat out the remaining walnuts as Donna yelled: "Well, I don't know!"

"How is 'Harvey Wallbanger' one word?" The Doctor shouted back, when Lily shoved a bag into his hand.

"This?" She asked, and he asked as he glanced at the bag: "What is it?"

"Salt. You were miming salt, weren't you?" Lily snapped, bordering on hysterical, and the Doctor bit out: "Well, yes, but this is too salty. I just need _something_ salty."

"Too salty?" Lily exploded, while Donna gripped her hair and Agatha whirled around.

"What about this?" Agatha suggested as she grabbed another jar, and Donna asked: "What's that?"

"Anchovies." Agatha explained as she held the jar out to the Doctor.

He lit up, grabbing the jar and downing the contents. He chewed on his new mouthful desperately as Lily watched worriedly and Donna begged: "What is it? What else?"

The Doctor held up both hands, splayed out like jazz hands as he started a new mime. Lily smacked her forehead in a fit of annoyance while Donna guessed: "It's a song? Mammy? I don't know. Camptown Races?"

" _Camptown Races_?" The Doctor repeated incredulously, and Lily interjected: "A shock?"

"Yes, it's a shock!" The Doctor shouted desperately as he tried to breathe. "Look, shock." He splayed his fingers again. "I need a shock."

"Right then." Donna said determinedly. "Big shock coming up."

She reached over, grabbed Lily, and abruptly pulled the girl's girls dress up high above her chest, revealing her dark blue underwear and bra. Lily shrieked, trying belatedly to cover herself while the servants – including Davenport – gasped, Agatha's jaw dropped, and the Doctor's eyes bugged wide while his mouth opened so much Donna thought it would hit the floor.

The Doctor was so shocked that he froze for a second before Lily hit him across the head as she pulled her dress back down. The force of the blow combined with the shock had the Doctor's head snapping back and he breathed out dark smoke from his mouth.

He gasped, breathing heavily as he slowly returned to normal while everyone else stood frozen in double shock as they stared at him.

"Detox." The Doctor gasped as he wiped his mouth and shook his head. "Oh my. I must do that more often."

He looked eyes with Lily as he spoke, and her jaw dropped. Realizing how his words could be misconstrued, the Doctor corrected hastily: "I mean, the, the detox."

He finished a little lamely, not really helping his cause. Donna raised a brow, while Lily glared at the Doctor and Donna, saying darkly: "You are so lucky there are so many witnesses or I would kill you both."

The Doctor simply grinned at her while Donna shrugged, both knowing Lily didn't really mean it. Agatha had been staring at the trio, and she finally gasped in shock: "Doctor, Dame Lily, you are impossible."

The Doctor winked, before grabbing Lily's hand cheerily as he dashed out of the kitchen, Agatha crying after them incredulously: "Who are you?"


	104. 36-3 Agatha Christie

It was very tense that evening as all the guests sat with the Curbishley family for dinner. Lily was awkwardly reminded of that time, long ago, when they'd sat down for dinner with Queen Victoria and all the deaths that had ensued that terrible night. She could only pray that they would stop whatever horror was occurring in the mansion this night.

"A terrible day for all of us." The Doctor began at last as he looked around the table while the soup and wine was being served. "The Professor struck down, Miss Chandrakala taken cruelly from us, and yet we still take dinner."

"We are British, Doctor." Lady Eddison replied severely from her place at the head of the table. "What else must we do?"

"And then someone tried to poison me." The Doctor continued as though he hadn't heard her. "Now, that's all fine and well, but Lily takes the same drink as I do. How to ensure the poison reached me? Simple: poison both glasses and get rid of two problems with one stone. But that's where you made a mistake because nothing puts my Lily in harms way and gets away with it."

The table was silent as everyone pointedly sipped on their soups, not wanting to seem suspicious.

The Doctor surveyed the room as he said darkly: "Any one of you had the chance to put cyanide in my drink."

He straightened up as he added, suddenly lightheartedly: "But it rather gave me an idea."

"And what would that be?" The Reverend questioned politely, and the Doctor shrugged.

"Well, poison." He answered casually, and the whole table stopped moving.

"Drink up." The Doctor said lightly, and Donna choked on her soup a little as everyone realized exactly what the Doctor meant.

They all froze, many of their spoons still in midair as they stared in alarm down at their soups.

The Doctor thankfully took mercy on them and didn't keep them frightened for long as he explained, after sipping on his own soup: "I've laced the soup with pepper."

"Ah," the Colonel said as he relaxed slightly, "I thought it was jolly spicy."

Many people in the room visibly relaxed, while Greeves stood at attention at the back of the room.

"But the active ingredient of pepper," the Doctor continued, "is piperine."

Roger frowned, looking confused as he glanced at the Doctor questioningly, and the Doctor explained: "Traditionally used as an insecticide."

Donna's face cleared as she realized what the Doctor had done, while Lily and Agatha surveyed the room carefully. A few people had stiffened, although in surprise or in reaction to the pepper, it was hard to say.

"So," the Doctor finished lightly, "anyone got the shivers?"

It was at that moment when there was a crash of thunder, a flash of lightning and the windows in the dining room flew open. The sudden wind blew out the candles, throwing the room into darkness and the Colonel shouted: "What the deuce is that?"

"Listen, listen, listen, listen." The Doctor hissed, and there was silence as everyone heard a faint buzzing noise.

"No," Lady Eddison whispered faintly, "it can't be."

Lightning flashed once more, illuminating the room and everyone flinched as thunder clapped loudly and the light blinded them momentarily.

"Show yourself, demon." Agatha growled as she stood up slowly, and the Doctor ordered: "Nobody move."

But people were starting to panic and the Colonel rolled his wheelchair in alarm as Lady Eddison clasped her hand over her mouth while the Reverend and Miss Redmond stood up in a panic.

"No, don't!" The Doctor shouted desperately. "Stay where you are."

"Doctor!" Lily gasped as she saw something move in the darkness.

Lightning flashed, and they all saw as the giant wasp appeared briefly, illuminated by the lightning. Several voices screamed and utter chaos followed as Greeves grabbed Donna and led her out of harms way. Lily grabbed Agatha, pulling her sharply away while the Doctor tugged on Lily as he yelled: "Out, out, out, out, out, out!"

He dragged them out of the dining room, saying firmly to Agatha as he grabbed one of the decorative swords on the wall: "Not you, Agatha. You've got a long, long life to live yet."

"Well, we know the butler didn't do it." Donna gasped, holding her hand over her heart as she nodded at Greeves, who stood beside her.

But the Doctor was far from reassured as he replied grimly: "Then who did?"

He stalked back into the dining room, where despite the utter panic and fear, everyone was still gathered. Unfortunately, the wasp was gone, and Lily glanced around quickly to check the room.

The Colonel was on the floor, having fallen out of his wheelchair which was overturned beside him as he stared up at where the wasp had been in fear. The Reverend stood behind him, gasping as he too stared with horror while Miss Redmond sat in her seat, also staring at the empty spot with wide eyes. Davenport stood slowly from where he'd been crouched in fear by the serving table and Lady Eddison was still in her seat at the head of the table, her hand over her mouth as she tried to maintain control.

Lily's eyes narrowed as she catalogued all of this, before her eyes widened at something else while the Doctor and Agatha stared despairingly at the empty place where the wasp had been.

They were distracted as Lady Eddison suddenly gasped: "My jewellry."

The Doctor glanced over to see Lady Eddison fingering her neck, where her hand had moved after falling from her mouth, and she cried: "The Firestone, it's gone. Stolen."

"Roger." Davenport's heartbroken moan caught all of their attention, and the Doctor glanced his way before his hearts constricted.

Miss Redmond screamed, covering her mouth with her hand as her eyes went wide in terror while the whole room froze in complete horror. The heir to the house was lying face down in his soup, a large knife plunged in his back.

"My son." Lady Eddison gasped as she staggered to her feet.

Lily was already by Davenport, having already seen Roger's grim fate. She was rubbing circles on the broken servant in comfort as he sobbed, while Lady Eddison wailed as she sobbed over her dead son: "My child!"

* * *

It was very quiet in the drawing room as Agatha sat despondently on the sofa while the Doctor stood grimly before the fireplace. His face was set with cold anger, softened only by Lily rubbing his arms as he held her close before his chest.

They glanced up as Donna entered the room, sighing: "That poor footman. Roger's dead and he can't even mourn him. 1926? It's more like the dark ages."

She settled on the sofa beside Agatha while Lily also sighed sadly.

"Did you enquire after the necklace?" Agatha spoke up at last, and Donna nodded.

"Lady Eddison bought it back from India." Donna replied shortly. "It's worth thousands."

"This thing," the Doctor muttered, "it can sting, it can fly. It could wipe us all out in seconds. Why is it playing this game?"

Lily glanced up at him while Agatha said quietly: "Every murder is essentially the same. They are committed because somebody wants something."

"What does a Vespiform want?" The Doctor said a little scornfully.

"Doctor, stop it." Agatha snapped. "The murderer is as human as you or I."

She scowled into the corner, but the Doctor blinked and his head snapped up.

"You're right." He breathed in realization. "Ah, I've been so caught up with giant wasps that I've forgotten."

He looked straight at Agatha as he breathed: "You're the expert."

"I'm not." Agatha hissed, her nerves frayed and on edge. "I told you. I'm just a," she sighed dejectedly, "purveyor of nonsense."

"No, the Doctor's right." Lily interjected, and Agatha glared at the younger woman.

But before she could say anything, Lily stepped forward, kneeling down so that she was eye-level with the writer as she said sincerely: "You are an expert. Because plenty of people write detective stories, but yours are the best. And why? Why you?"

Agatha shrugged, but the Doctor continued as he moved to stand behind his girlfriend, saying firmly: "Because you understand. You, Agatha Christie. You've lived, you've fought, you've had your heart broken."

His voice softened as he murmured gently: "You know about people. Their passions, their hope, and despair, and anger. All of those tiny, huge things that can turn the most ordinary person into a killer."

Agatha slowly lifted her head out of her hands, staring at the couple before her as the Doctor whispered encouragingly: "Just think, Agatha. If anyone can solve this, it's you."

* * *

Some time later, they gathered the party attendants once more in the drawing room. Miss Redmond sat by the poker table, behind the Reverend who sat upon one sofa while Lady Edisson sat on the one across from the Reverend, her husband sitting in his wheelchair beside her. Greeves stood patiently by the door while Donna sat in the corner of the room.

Lily sat by Donna, watching the room, while Agatha stood on the other side of the room. The Doctor stood between them, standing before the fireplace once more as he kept his back to the room.

"I've called you here," he began as he faced the room, "on this endless night, because we have a murderer in our midst. And when it comes to detection, there's none finer."

He gestured at Agatha as he introduced: "Ladies and gentlemen, I give you, Agatha Christie."

There was a tense silence as the Doctor moved to sit with Lily and Agatha moved to stand at centre stage before the fireplace.

"This is a crooked house." Agatha began seriously. "A house of secrets."

The group remained silent as they watched Agatha as carefully as she was watching them as she continued: "To understand the solution, we must examine them all. Starting with you," she turned to Lady Eddison, "Miss Redmond."

Agatha abruptly turned to look directly at the pretty young woman, who looked up in surprise while the others all stared at her in shock.

"But," Miss Redmond protested, "I'm innocent, surely?"

"You've never met these people, and these people have never met you." Agatha pointed out, before she launched into her true accusation. "I think the real Robina Redmond never left London. You're impersonating her."

"How silly." Miss Redmond scoffed, her small signature smile adorning her sweet face. "What proof do you have?"

Agatha pretended to think as she mused: "You said you'd been to the 'toilet'."

Miss Redmond blinked, looking flustered, while Donna chimed in excitedly: "Oh, I know this. If she was really posh, she'd say 'loo'."

Lily rolled her eyes at Donna slightly, while Agatha simply continued as she picked up the small leather case she and Lily had found earlier.

"Earlier today," she explained, "Dame Tyler and I found this on the lawn, right beneath your bathroom window."

Miss Redmond took a sip of wine, looking a little flustered, while Agatha continued calmly: "You must have heard that Miss Noble was searching the bedrooms, so you panicked. You ran upstairs and disposed of the evidence."

"I've never seen that thing before in my life." Miss Redmond denied quickly- too quickly.

"What's inside it?" Lady Eddison asked curiously, and Agatha replied lightly: "The tools of your trade, Miss Redmond."

She opened the case, revealing it to the group as she finished: "Or should I say, the Unicorn."

There were a few gasps of shock and Donna's jaw even dropped open in surprise, but of course the Doctor and Lily had already suspected as much. Lily, particularly, had noted the same things Agatha had such as the convenient disposal location and the mistake on 'Miss Redmond's' posh acting.

"You came to this house with one sole intention." Agatha accused as the Unicorn's fists tightened in anger. "To steal the Firestone."

"Oh, all right then." The Unicorn finally snapped, her voice suddenly becoming huskier as she took on a thick Cockney accent. "It's a fair cop."

She stood up as she announced: "Yes, I'm the bleeding Unicorn."

The Doctor stood up, moving to stand beside Agatha just in case. The rest of the suspects stared at her as she greeted sarcastically: "Ever so nice to meet you, I don't think. I took my chance in the dark and nabbed it."

She pulled the necklace from her dress and sneered at them: "Go on then, you knobs. Arrest me. Sling me in jail."

She tossed the necklace at the Doctor, who caught it simply before settling back in his seat beside Lily to examine it.

"So," Donna asked in confusion, "is she the murderer?"

"Don't be so thick." The Unicorn scoffed. "I might be a thief, but, well, I ain't no killer."

"Quite." Agatha agreed, and Donna stared with rapt attention as Agatha continued in her deductions: "There are darker motives at work. And in examining this household, we come to you," she seemed to look at Lady Eddison once more, "Colonel."

Once again, Agatha suddenly shifted attention, staring right at the Colonel as the Unicorn stalked back to her original seat in a huff. The Colonel stared back at Agatha as his wife gazed at him in utter shock, and the Colonel glanced around the room before he huffed: "Damn it, woman."

Lily blinked in surprise while the Doctor frowned as the Colonel seethed: "You with your perspicacity. You've rumbled me."

The Colonel stood up from his wheelchair, and Lily's jaw dropped with everyone else's while Lady Eddison gasped incredulously: "Hugh, you can walk. But why?"

"My darling," the Colonel sighed, "how else could I be certain of keeping you by my side?"

"I don't understand." Lady Eddison replied, confused, and the Colonel murmured lovingly: "You're still a beautiful woman, Clemency. Sooner or later some chap will turn your head. I couldn't bear that."

Lady Eddison took her husband's hand, squeezing it as she gazed back at her husband as he murmured: "Staying in the chair was the only way I could be certain of keeping you."

Donna sniffled at the couple's love, while the Colonel turned to Agatha and said dejectedly: "Confound it, Mrs. Christie, how did you discover the truth?"

"Um," Agatha replied sheepishly, "actually I had no idea. I was just going to say you're completely innocent."

Lily snorted, hiding it in the Doctor's shoulder. She had also had no idea and had been wondering how Agatha had figured it out. ' _Figures._ ' She thought as the Colonel blinked, before saying embarrassedly: "Oh. Oh."

"Sorry." Agatha murmured, and the Colonel glanced around before he said awkwardly: "Well. Well, shall I sit down then?"

"I think you better had." Agatha agreed, and the Colonel sat back down in his wheelchair, though Lady Eddison kept a loving hold on his hand.

"So he's not the murderer." Donna confirmed, and Agatha agreed: "Indeed, not."

She straightened, getting serious once more as she went on: "To find the truth," she looked to the Doctor, "let's return," he handed her the Firestone at her silent request, "to this."

She held up the necklace as she continued: "Far more than the Unicorn's object of desire."

The Colonel frowned while Lady Eddison stiffened slightly. Lily kept her eyes on the latter as Agatha murmured: "The Firestone has quite a history. Lady Eddison."

She abruptly turned to look at the woman properly at last, and Lady Eddison protested instantly: "I've done nothing."

But there was an edge to her voice and a fear in her eyes that told them all that she was not being completely truthful.

"You brought it back from India, did you not?" Agatha questioned. "Before you met the Colonel."

The Colonel glanced at his wife, who had closed her eyes and folded her lips tightly as Agatha listed: "You came home with malaria, and confined yourself to this house for six months, in a room that has been kept locked ever since, which I rather think means-"

"Stop, please." Lady Eddison begged, and Lily felt a little sorry for the woman.

"I'm so sorry." Agatha murmured. "But you had fallen pregnant in India."

There was general shock in the room as Lady Eddison covered her mouth while Agatha continued softly: "Unmarried and ashamed, you hurried back to England with your confidante, a young maid later to become housekeeper. Miss Chandrakala."

The Doctor observed Lady Eddison closely while the Colonel asked: "Clemency, is this true?"

Lady Eddison sobbed a little as she admitted: "My poor baby. I had to give him away. The shame of it."

"But you never said a word." The Colonel protested, and Lady Eddison replied bitterly: "I had no choice. Imagine the scandal."

She grabbed her glass of strong alcohol, saying shakily: "The family name. I'm British. I carry on."

She took a fortifying gulp of her drink, when the Doctor suddenly said in a low voice: "And it was no ordinary pregnancy."

Agatha glanced at him, while Lady Eddison's whole body tensed.

"How can you know that?" She asked quietly.

"Excuse me Agatha," the Doctor said quickly, "this is my territory."

He turned back to Lady Eddison as he reminded her: "But when you heard that buzzing sound in the dining room, you said, 'it can't be'."

Lady Eddison froze, looking like a deer caught in a car's headlights, while the Doctor prompted as he stared at her sternly: "Why did you say that?"

"You'd never believe it." Lady Eddison whispered.

"You may be surprised." Lily countered, and Lady Eddison hesitated.

"The Doctor has opened my mind to believe many things." Agatha chimed in encouragingly, and Lady Eddison glanced between them all before she took a deep breath.

"It was forty years ago," she admitted quietly, "in the heat of Delhi, late one night."

Lily leant forward, listening intently as Lady Eddison told her extraordinary tale: "I was alone, and that's when I saw it. A dazzling light in the sky. The next day, he came to the house. Christopher, the most handsome man I'd ever seen. Our love blazed like a wildfire. I held nothing back."

She took another fortifying sip of her drink before saying shakily: "And in return he showed me the incredible truth about himself. He'd made himself human, to learn about us. This was his true shape."

She took a deep breath before she admitted: "I loved him so much, it didn't matter. But he was stolen from me. 1885, the year of the great monsoon. The river Jumna rose up and broke its banks. He was taken at the flood. But Christopher left me a parting gift. A jewel like no other."

She nodded at the Firestone as she finished: "I wore it always. Part of me never forgot. I kept it close, always."

"Just like a man." The Unicorn muttered bitterly. "Flashes his family jewels and you end up with a bun in the oven."

The Reverend seemed uncomfortable, when suddenly Agatha murmured: "A poor little child."

They all turned back to her as she explained: "Forty years ago, Miss Chandrakala took that newborn babe to an orphanage. But Professor Peach worked it out. He found the birth certificate."

"Oh, that's maiden." Donna realized at last. "Maiden name."

Lily nodded while Agatha agreed: "Precisely."

"So she killed him?" Donna asked as she looked at Lady Eddison.

"I did not." The lady protested indignantly, and Agatha quickly explained: "Miss Chandrakala feared that the Professor had unearthed your secret. She was coming to warn you."

"So she killed her." Donna stated, and Lady Eddison replied sharply: "I did not."

"Lady Eddison," Agatha cut in and the lady looked at her bessechingly, "is innocent."

Lady Eddison sighed in relief, bowing her head as she wiped at her tearful eyes, emotional after the night's events and retelling her story.

Agatha meanwhile turned to the Doctor as she prompted: "Because at this point, Doctor."

'Thank you." He replied as he got to his feet, moving to stand by the fireplace once more. "At this point, when we consider the lies and the secrets, and the key to these events, then we have to consider… it was you, Donna Noble."

He pointed at Donna, who stared at him before she cried: "What? Who did I kill?"

"Donna." Lily sighed, while the Doctor rolled his eyes as he said: "No, but you said it all along."

He strode up to her as he explained: "The vital clue. This whole thing is being acted out like a murder mystery, which means it was you, Agatha Christie."

He pointed at Agatha, who blinked before saying indignantly: "I beg your pardon, sir?"

"So she killed them?" Donna asked in confusion, and Lily sighed: "No, Donna."

"What he said-" Donna began, and Lily explained: "Agatha wrote them."

"Exactly." The Doctor agreed. "She wrote those brilliant, clever books. And who's her greatest admirer? The moving finger points at you, Lady Eddison."

He pointed at the lady, who just sobbed: "Don't. Leave me alone."

"So she did kill them." Donna said triumphantly, and Lily shook her head.

"Donna, please." She sighed. "When is the murderer ever that obvious?"

"But the Doctor just said-" Donna protested, and the Doctor said impatiently: "Yes, yes, I'm getting to it."

He turned to Lady Eddison as he demanded: "Think. Last Thursday night, what were you doing?"

"Er, I was," Lady Eddison sniffled as she thought about the question, "I was in the library. I was reading my favourite Agatha Christie, thinking about her plots, and how clever she must be."

She sniffed before asking: "How is that relevant?"

"Just think." The Doctor mused. "What else happened on Thursday night?"

He turned to the Reverend pointedly. It took a moment for everyone to realize who the Doctor was looking at, and the Reverend asked confusedly: "I'm sorry?"

"You said on the lawn, this afternoon." Lily piped up as she also watched the Reverend. "Last Thursday night, those boys broke into your church."

"That's correct." The Reverend replied slowly. "They did. I discovered the two of them. Thieves in the night. I was most perturbed. But… I apprehended them."

"Really?" The Doctor asked, arching a brow. "A man of God against two strong lads? A man in his forties? Or, should I say… forty years old, exactly?"

"Oh, my God." Lady Eddison gasped, staring at the Reverend, completely stunned.

Lily gave her a pitying look while the Doctor asked brusquely: "Lady Eddison, your child, how old would he be now?"

"Forty." She got out breathlessly. "He's… forty."

"Your child has come home." Lily said quietly, and finally the penny dropped for everyone.

Donna choked while everyone stared, and the Reverend scoffed as he tried to smile but it was strained: "Oh, this is poppycock."

"Oh?" The Doctor challenged. "You said you were taught by the Christian Fathers, meaning… you were raised in an orphanage."

"My son." Lady Eddison murmured. "Can it be?"

The Reverend glanced at her while the Doctor said in a low voice: "You found those thieves, Reverend, and you got angry. A proper, deep anger, for the first time in your life, and it broke the genetic lock. You changed."

Lily watched as the Reverend maintained a calm façade while the Doctor continued softly: "You realised your inheritance. After all these years, you knew who you were."

He paused, before adding suddenly in a light voice: "Oh, and then it all kicks off, because this," he grabbed the Firestone from Agatha, "isn't just a jewel. It's a Vespiform telepathic recorder."

He held it up and the Reverend swallowed as the Doctor continued: "It's part of you, your brain, your very essence. And when you activated, so did the Firestone. It beamed your full identity directly into your mind. And, at the same time, it absorbed the works of Agatha Christie directly from Lady Eddison."

Lily pursed her lips, having known about this from when the Doctor had explained to her quietly earlier that night when they'd gone to pepper up the soup.

The Reverend twitched as the Doctor murmured: "It all became part of you. The mechanics of those novels formed a template in your brain. You've killed, in this pattern, because that's what you think the world is. It turns out, we are in the middle of a murder mystery."

He settled on the sofa armrest beside Agatha as he finished: "One of yours, Dame Agatha."

Agatha frowned, glancing up at him as she questioned: "Dame?"

"Oh. Sorry, not yet." The Doctor muttered, realizing his mistake.

"So he killed them, yes?" Donna checked. "Definitely?"

Agatha stood up, moving to pace in the corner as she absorbed this latest turn of events while the Doctor replied firmly: "Yes."

"Well," the Reverend said calmly, "this has certainly been a most entertaining evening."

He smiled at them, but no-one else buying it any longer as they stared at him. Lady Eddison in particular was staring at him with new eyes, and the Reverend chided: "Really, you can't believe any of this surely, Lady Eddizzon."

Agatha's brows shot up, as did Lily's while the Doctor pounced immediately as he asked: "Lady who?"

"Lady Edizzzzon." The Reverend buzzed, and Lily pursed her lips.

"Little bit of buzzing there, Vicar." The Doctor said lightly, and the Reverend glared at him.

"Don't make me angry." The Reverend growled as he stood up and walked around the sofa, and the Doctor taunted: "Why? What happens then?"

"Damn it," the Reverend snarled, "you humanzz, worshipping your tribal sky godzz. I am so much more. That night, the universe exploded in my mind. I wanted to take what wazz mine. And you, Agatha Christie," he glared at the writer, "with your railway station bookstall romancezz," he began to glow purple, "what'z to stop me killing you?"

"Oh, my dear God." Lady Eddison sobbed. "My child."

She stood, reaching for the Reverend, who simply snarled: "What'zz to stop me killing you all?"

The Unicorn also slowly got to her feet, moving out of the way as the Reverend transformed, turning into the giant wasp. Greeves's eyes widened and he ran from his place by the door while everyone ducked out of the way.

"Forgive me." Lady Eddison begged, and the Colonel grabbed his wife, pulling her out of harms way as he warned: "No, no, Clemency, come back. Keep away. Keep away, my darling."

Lily yelped as the wasp swung its sting at her and Donna, barely missing taking out the brunette girl's head.

"Oi!" The Doctor shouted, rushing to protect Lily as the young woman hurriedly ushered Donna out of harms way.

The wasp buzzed and Agatha cried: "No."

She held up the Firestone as she threatened: "No more murder. If my imagination made you kill, then my imagination will find a way to stop you, foul creature."

She rushed from the room, and the wasp buzzed furiously.

"Agatha!" Lily cried as she, Donna and the Doctor raced out after the writer, and the wasp followed them.

"Great, now it's chasing us!" Donna shouted as they ran.

They dashed out into the driveway, shoving the front doors shut in the hopes of slowing down the wasp for even a few minutes, before looking around wildly for Agatha.

"There!" Lily gasped, pointing at a car where they could just make out Agatha's form in the dark.

Just then, the wasp crashed through the main doors and the trio ran for cover while Agatha shouted at the wasp, hooting her carhorn: "Over here! Come and get me, Reverend!"

"Agatha, what are you doing?" The Doctor shouted, and Agatha replied grimly: "If I started this, Doctor, then I must stop it."

With that she drove off, the wasp right behind her after a moment's hesitation.

"Come on!" The Doctor cried as he, Lily and Donna ran for one of the cars parked in the driveway.

The two women had barely climbed in before the Doctor soniced the car and shoved it into gear, taking them off quickly after the hysterical writer and her alien pursuer.

"You said this is the night Agatha Christie loses her memory." Donna gasped, and the Doctor answered tightly: "Time is in flux, Donna. For all we know, this is the night Agatha Christie loses her life and history gets changed."

"But where's she going?" Donna wondered, and Lily gasped as she saw a signpost for 'Silent Pool'.

"The lake." She realized. "Doctor, she's heading for the lake!"

"What's she doing?" The Doctor wondered tightly as they drove as fast as they could after Agatha.

The writer had stopped her car by the lake, clambering out and she held up the Firestone as she yelled at the wasp: "Here I am, the honey in the trap. Come to me, Vespiform."

The trio arrived just in time to see the wasp hovering uncertainly above Agatha's car, and Donna said in shock: "She's controlling it."

"Its mind is based on her thought processes." The Doctor cried as they all clambered out, rushing to Agatha's side. "They're linked."

"Quite so, Doctor." Agatha replied tightly. "If I die, then this creature might die with me."

The wasp buzzed threateningly, and the Doctor cried as he stepped forward to shield Agatha: "Don't hurt her. You're not meant to be like this. You've got the wrong template in your mind."

The wasp buzzed angrily and Donna muttered: "It's not listening to you."

Lily glanced over just in time to see Donna grab the Firestone from Agatha and throw it into the water.

"Donna!" Lily gasped, before she was shoved to the ground unceremoniously by the Doctor to duck as the wasp flew low over their heads, diving with a splash into the water after the Firestone.

They stared at the water, stunned for a moment, as they stared at the ripples while a dark purple light lit up a circular radius where the Firestone had fallen.

"How do you kill a wasp?" Donna said shakily. "Drown it, just like his father."

"Donna, that thing couldn't help itself." The Doctor said in horror, but Donna replied sadly: "Neither could I."

She looked at Agatha and Lily to make her point, and the Doctor sighed. Lily was staring at the water sadly and she murmured: "'Death comes as the end'."

"And justice is served." Agatha said quietly.

" _Murder at the Vicar's rage_." The Doctor said quietly, and all three women glanced at him.

He saw the look and shrugged as he replied: "Needs a bit of work."

They all turned back to the water for a moment before Agatha spoke at last: "Just one mystery left, Doctor."

She turned to look at him as she wondered: "Who exactly are you?"

Suddenly, the woman bent over in pain. Lily grabbed her in alarm, holding her as the Doctor and Donna leapt into action, helping Lily set Agatha on the ground.

"Oh, it's the Firestone." The Doctor realized. "It's part of the Vespiform's mind. It's dying and it's connected to Agatha."

"Oh, please, please, please." Lily whispered, staring at the water.

The water suddenly stopped glowing, and Agatha glowed purple for a moment instead before she turned to normal, out cold.

They stared at her in surprise, and the Doctor said numbly: "He let her go. Right at the end, the Vespiform chose to save someone's life."

"Is she all right, though?" Donna wondered, gesturing at Agatha.

"Yes." Lily answered. "But now that solves the mystery."

"The amnesia." The Doctor agreed as he stared into space in thought. "Wiped her mind of everything that happened. The wasp, the murders."

"And us." Donna said sadly. "She'll forget about us."

"Yeah, but we've solved another riddle." The Doctor murmured. "The mystery of Agatha Christie. And tomorrow morning," he gestured at Agatha's abandoned car, "her car gets found by the side of a lake. A few days later, she turns up in a hotel at Harrogate with no idea of what just happened."

* * *

Agatha walked up into the Harrogate Hotel, her steps unsteady as she wondered how she had gotten there.

The trio stood outside the Tardis, watching Agatha leave, and the Doctor murmured: "No one'll ever know."

"Lady Eddison," Donna asked, "the Colonel, and all the staff. What about them?"

"Shameful story." Lily explained. "They'd never talk of it."

"Too British." The Doctor agreed. "While the Unicorn does a bunk back to London town. She can never even say she was there."

Lily nodded, while Donna wondered: "What happens to Agatha?"

"Oh, great life." The Doctor smiled. "Met another man, married again. Saw the world. Wrote and wrote and wrote."

"She lives happily after all." Lily agreed with a sigh, and Donna sighed.

"She never thought her books were any good, though." She said sadly as the trio turned back into the Tardis. "And she must have spent all those years wondering."

"The thing is," the Doctor mused, "I don't think she ever quite forgot. Great mind like that, some of the details kept bleeding through. All the stuff her imagination could use. Like, Miss Marple."

He nodded at Donna, who chuckled: "I should have made her sign a contract."

"And, where is it, where is it, hold on." He dashed off to the console area, pulling up a deck plate and digging through. "Here we go."

He pulled up a wooden chest as the two women came over curiously, and the Doctor muttered as he dug through the crate: "C. That is C for Cybermen," he pulled up a Cyberman armour plating, "C for Carrionites…"

He pulled up the green crystal ball, and Lily looked at it fondly while the Doctor dug through and pulled out a marble head of Caesar.

"And Christie, Agatha." He declared at last as he pulled out a book. "Look at that."

He held up the book to show them what looked like a 1957 paperback edition of 'Death in the Clouds', which had a wasp drawn on the cover.

Lily beamed while Donna murmured softly: "She did remember."

"Somewhere in the back of her mind," the Doctor agreed, "it all lingered."

Donna stared at him in awe while Lily smiled, but the Doctor wasn't finished.

"And that's not all." He said seriously. "Look at the copyright page."

He gave them the book, and Lily flipped to the first page to read: "Facsimile edition, published in the year… five billion!"

She and Donna looked up in shock, and the Doctor smiled as he told them: "People never stop reading them. She is the best selling novelist of all time."

Lily laughed, hugging him in relief and he grinned at her, kissing the side of her head. But Donna said morosely: "But she never knew."

"Well, no one knows how they're going to be remembered." The Doctor shrugged. "All we can do is hope for the best. Maybe that's what kept her writing. Same thing keeps me travelling."

He smiled at them and they smiled back.

"Onwards?" He asked, and Donna grinned while Lily replied softly: "Onwards."


	105. 37-1 Silence in the Library

"Books." The Doctor crowed, immediately catching Lily's attention while Donna continued to stand with her arms folded across her chest, unimpressed. "People never really stop loving books."

He dashed off out the Tardis doors, Lily right behind him while Donna sighed before she ran out with them. They were standing in a regular-looking library, with the round information desk and several large bookcases filled with dusty old books.

"Fifty first century." The Doctor explained as Lily looked around with interest and Donna with skepticism. "By now you've got holovids, direct to brain downloads, fiction mist, but you need the smell."

Lily grinned at him while Donna gave him another look and he encouraged: "The smell of books, Donna. Deep breath."

He sniffed deeply, making Lily giggle while Donna sighed but followed his lead. He grinned, winking at Lily before taking her hand and leading them out of the library room and down a marble staircase. Donna's eyes widened at last while Lily's shone with awe as they stepped down towards a balcony overlooking the whole Library.

"The Library." The Doctor declared as they stared out. "So big it doesn't need a name. Just a great big 'The'."

"It's like a city." Donna whispered as she and Lily stared, awestruck, by the beauty of the place. Their balcony opened up to the entire city-like place, with tall skyscrapers and train-rails entwined between the buildings, suspended in the air. The sky was a beautiful pinky-orange, and Lily sighed happily as she stared out at the picturesque view.

"It's a world." The Doctor corrected Donna. "Literally, a world. The whole core of the planet is the index computer. Biggest hard drive ever. And up here, every book ever written. Whole continents of Jeffrey Archer, Bridget Jones, Monty Python's Big Red Book. Brand new editions, specially printed."

They peered over the balcony, looking down at the shorter buildings below, and the Doctor mused: "We're near the equator, so this must be biographies. I love biographies."

Lily chuckled at that while Donna scoffed: "Yeah, very you. Always a death at the end."

"You need a good death." The Doctor countered. "Without death, there'd only be comedies. Dying gives us size."

"Mm, not sure I can agree on that." Lily replied, wrinkling her nose. She didn't really like death scenes- although it was nice when the Doctor gave her a nice cuddle after she'd cried her eyes out from either reading a book or watching a movie. Sometimes she wondered if he enjoyed it too, and purposefully picked out sad things just to get an excuse to give her a cuddle. Why else had all the novels and movies he'd recommended for her been either sad or contained heartbreaking scenes?

Donna reached for a nearby book curiously, and the Doctor quickly snatched it from her, crying: "Way-a. Spoilers."

"What?" Donna asked incredulously, and Lily raised a brow as the Doctor explained: "These books are from your future. You don't want to read ahead. Spoil all the surprises. Like peeking at the end.

"Isn't travelling with you one big spoiler?" Donna asked dryly while Lily pointed out to the Doctor: "It didn't stop you from letting me read the seventh Harry Potter book before it was officially released in my regular time."

"Yes, but," the Doctor argued, "you were using those big, puppy eyes on me. You know I can't resist when you ask with those sad eyes."

"Try resist _anything_ she asks for." Donna said flatly, making Lily laugh while the Doctor shrugged.

"Tom _a_ to, tom _a_ to." He replied airily."And to answer your question, Miss Noble, I try to keep you away from major plot developments. Which," he added as Lily shot him an amused look, "to be honest, I seem to be very bad at, because you know what?" He suddenly asked randomly as he looked around.

"This is the biggest library in the universe." He continued thoughtfully in that tone that made Lily also cock her head and look around warily, trying to spot what was wrong.

"So where is everyone?" The Doctor asked rhetorically, but Lily realized: "It's really quiet."

"It's silent." The Doctor corrected, making Lily purse her lips thoughtfully while Donna frowned, looking between them in confusion.

The Doctor ran off to a nearby information screen, pointing his sonic screwdriver at it and switching it on, while Donna asked incredulously: "The library?"

"The planet." The Doctor corrected, and Lily and Donna wandered over to join him as he soniced the information screen with a thoughtful frown. "The whole planet."

"Maybe it's a Sunday." Donna suggested, making Lily snort while the Doctor answered: "No, I never land on Sundays. Sundays are boring."

"As are Wednesdays apparently." Lily added, remembering the one and only time they'd landed on a Wednesday- it had been a bad day.

The Doctor nodded at her, although he kept his eyes on the information screen thoughtfully as Donna tried instead: ""Well, maybe everyone's really, really quiet."

Her voice dropped to a hushed whisper at the end of her sentence to show what she meant. Lily grinned at the redheaded woman while the Doctor answered slowly: "Yeah, maybe. But they'd still show up on the system."

"Doctor," Donna sighed at last, "why are we here? Really, why?"

"Oh, you know, just passing." The Doctor answered airily, making both women raise their brows skeptically.

"No, seriously." Donna insisted. "It was all 'let's hit the beach', then suddenly we're in a library. Why?"

"Now that's interesting." The Doctor said suddenly, and Lily frowned while Donna asked, distracted: "What?"

"Scanning for life forms." The Doctor explained. "If I do a scan looking for your basic humanoids. You know, your book readers, few limbs and a face, apart from us, I get nothing. Zippo, nada. See?"

He showed them the screen which showed the number '3'.

"Nobody home." The Doctor continued while Donna waited impatiently and Lily raised a brow expectantly. "But if I widen the parameters to any kind of life…"

He soniced the screen again, and Lily frowned as she watched the numbers climb higher and impossibly higher, before the screen finally read: 'Error 1,000,000,000,000 lifeform number capped at maximum record'.

"A million, million." The Doctor murmured. "Gives up after that. A million, million."

"Why?" Lily wondered, while Donna protested: "But there's nothing here. There's no one."

"And not a sound." The Doctor added. "A million. million life forms, and silence in the library."

"Why?" Lily repeated, and the Doctor shook his head as he admitted: "I don't know. But I will."

"But there's no one here." Donna protested. "There's just books. I mean, it's not the books, is it? I mean, it can't be the books, can it? I mean, books can't be alive..."

She trailed off as the Doctor and Lily stared at her, their expressions doubtful. Donna, too, was looking doubtful of her own words as the three all turned to look down at the nearest book. Lily pursed her lips while the Doctor and Donna both slowly reached out for the book...

"Welcome."

All three jumped, the Doctor breathing deeply as Donna and Lily placed a hand to their chests, trying to calm their rapidly beating hearts.

"That came from here." Donna muttered as she jerked her head towards the library they'd landed in, and Lily nodded slowly while the Doctor muttered: "Yeah."

He turned towards the steps once more, reaching out for Lily's hand as he did so. She clasped his outstretched hand, letting him lead them back up the steps and into the library as Donna followed behind the pair. Lily frowned as they walked over towards the information desk, the Doctor heading for the tall white sculpture that looked like a pod with a spoon for a head, before she gasped as it turned its head towards them to reveal a very realistic woman's face that looked like it had been pasted onto the head.

"I am Courtesy Node seven one zero slash aqua." She introduced in a monotone. "Please enjoy the Library and respect the personal access codes of all your fellow readers, regardless of species or hygiene taboo."

"That face," Donna murmured, "it looks real."

"Yeah, don't worry about it." The Doctor told her while Lily felt queasy. She tightened her grip on the Doctor's hand, and he squeezed back reassuringly but for once it did little to ease the sickly feeling in her stomach.

"A statue with a real face, though?" Donna asked. "It's a hologram or something, isn't it?"

"No, but really, it's fine." The Doctor said, a little aggravated. He could tell from Lily's reaction that she had an idea on what the face was, and Donna's continuous questions were only confirming the girl's suspicions.

Lily was looking a little green as the Node continued: "Additional. There follows a brief message from the Head Librarian for your urgent attention. It has been edited for tone and content by a Felman Lux Automated Decency Filter."

The trio frowned, but the Node continued anyway: "Message follows: 'Run'." Lily's face paled while the Doctor frowned and Donna's eyes widened. "'For God's sake, run. No way is safe. The library has sealed itself, we can't. Oh, they're here. Argh'."

Lily was white as a sheet as the Doctor moved to wrap his arm around her. The monotonous tone with which the Node was speaking was making it all the more worse as it continued blandly: "'Slarg. Snick.' Message ends. Please switch off your mobile comm. units for the comfort of other readers."

The Node finished, and there was a brief silence as the trio digested the new information.

"So that's why we're here." The Doctor breathed, making both Lily and Donna look at him sharply.

He ignored their looks as he asked the Node: "Any other messages, same date stamp?"

"One additional message." The Node replied. "This message carries a Felman Lux coherency warning of five zero eleven-"

"Yeah, yeah," the Doctor interrupted impatiently, "fine, fine, fine. Just play it."

"Message follows." The Node said in its flat voice. "'Count the shadows. For God's sake, remember, if you want to live, count the shadows.' Message ends."

Lily's face had gone so white Donna was worried she'd pass out.

"Donna?" The Doctor said firmly, and the redhead answered meekly: "Yeah?"

"Stay out of the shadows." The Doctor warned darkly, his grip around Lily's shoulders tightening anxiously.

"Why, what's in the shadows?" Donna asked in a whisper. The Doctor didn't answer, simply turning and walking off with Lily still tucked under his arm. Donna didn't notice at first, too busy staring warily into the shadows, and it was only when she finally turned to demand an answer from the Doctor that she realized her friends were moving on.

Donna quickly hurried after the pair as they went down several aisles of bookcases while Lily whispered to the Doctor: "What do you think is in the shadows?"

"Nothing good." He replied grimly, and she sighed: "Thanks for that, Captain Obvious."

"Oi." He complained, but Donna caught up to them at that moment, saying flatly: "So, We weren't just in the neighbourhood."

"Yeah," the Doctor admitted sheepishly, "I kind of, sort of lied a bit."

"Who called you?" Lily asked, and he explained: "I don't really know. I got a message on the psychic paper."

He pulled it out, showing them the paper so that they could read what it said: 'The Library. Come as soon as you can. X'.

"What do you think?" The Doctor asked as both women frowned. "Cry for help?"

"Cry for help with a kiss?" Donna pointed out skeptically.

"Oh, we've all done that." The Doctor scoffed, before pausing. Both Lily and Donna raised their brows at him, and he gave them a sheepish look that made Lily smile while Donna rolled her eyes.

"So," Donna asked, "why did we come here?"

The Doctor suddenly noticed something behind the two women and his eyes widened as Donna continued: "Why did you-"

"Donna." The Doctor said flatly, and there was something in his tone and the way he was staring right passed them that made Donna pause. Lily had already caught his look, and she turned to look before Donna. Her face blanched as she saw all the lights in the aisle starting to go out behind them.

"What's happening?" Donna demanded as she also saw what was happening, and the Doctor answered sharply: "Run!"

Lily ran with him, her hand still clinging to his as the three ran as fast as they could down the aisle and away from whatever force was turning the lights out. They reached about halfway down the bookcases when they reached a set of huge double-doors between the bookcases. The Doctor quickly let go of Lily, tugging on one door desperately as Lily tried the other.

"Come on." The Doctor muttered and Lily said anxiously as Donna caught up to them: "It won't budge."

"What," Donna demanded as she tried to catch her breath, "is it locked?"

"Jammed." The Doctor groaned as he placed a foot on the door and tried to heave it open. "The wood's warped."

"Well, sonic it." Donna said impatiently, waving her hand about to emphasize her point. "Use the thingy."

"I can't, it's wood." The Doctor retorted as Lily gave up on her door, glancing down the aisle anxiously as the lights continued to flicker out and whatever it was that was turning them out came closer and closer.

"What, it doesn't do wood?" Donna demanded, and the Doctor interrupted: "Hang on, hang on."

He pulled out his sonic, pointing it at the hinges as he muttered: "I can vibrate the molecules, fry the bindings. I can shatterline the interface-"

"Oh, get out of the way." Donna snapped, pushing both him and Lily out of the way before she kicked the doors open. The Doctor and Lily shared a wide-eyed look before they all ran through, slamming the door behind them as they did. The Doctor grabbed a nearby book, shoving it between the door handles to prevent anything from opening or breaking open the doors after them, and they all sagged in relief.

The trio turned back towards the round, Rotunda room they'd run into, before blinking in surprise.

"Oh. Hello." The Doctor greeted kindly as Donna and Lily stared. "Sorry to burst on you like this. Okay if we stop here for a bit?"

Lily started as the small camera in the hovering metal globe shut and the globe suddenly fell to the ground with a loud clang.

"What is it?" Donna asked curiously as they slid slowly closer to the globe, and the Doctor answered: "Security camera. Switched itself off."

"What was controlling it, though?" Lily wondered, and the Doctor replied cheerily: "I don't know. Let's find out."

He got down on his hunches, picking up the camera and began to sonic it as the two women waited, Lily glancing around the room. It was circular and arranged like a study room of sorts, all the furniture somewhat rounded and huddled in groups. The room was lit mostly by the light coming in from the glass dome above, the last of the sunlight coming in as it began to get dark outside.

"Nice door skills, Donna." The Doctor complimented as he worked, and Lily turned back to her friends as Donna shrugged.

"Yeah, well, you know, boyfriends." She replied seriously. "Sometimes you need the element of surprise."

Both the Doctor and Lily stared at her before glancing at each other briefly and then turning away quickly, fighting a smile. Only Donna.

But they both sobered as Donna continued, glancing back at the doors they'd come through: ""What was that? What was after us? I mean, did we just run away from a power cut?"

"Possibly." The Doctor replied while Lily pointed out: "It's not exactly the strangest thing we've run from."

"Yeah, but it is one of the strangest." Donna returned. Lily shrugged, conceding, while Donna turned back to look at the doors warily once more.

"Are we safe here?" Donna questioned, and the Doctor replied airily: "Of course we're safe. There's a little shop."

He pointed to a sign on the wall opposite them that read: 'The Shop. Entrance This Way.'. Beneath it was an arrow pointing in the direction of the shop.

"You and your shop." Lily sighed fondly, and the Doctor grinned at her before he glanced back down at the camera.

The camera shutter opened, and he beamed: "Gotcha!"

Lily and Donna waited patiently as the Doctor paused, reading something on the side of the globe before his face became apologetic and he murmured soothingly: "Ooo, I'm sorry. I really am. I'm sorry. I'm so sorry."

The two women frowned, and Lily came over to peer at what the Doctor was looking at. He explained as she looked over: "It's alive."

"You said it was a security camera." Donna deadpanned, but Lily was reading the message that had lit up on the side of the camera as the Doctor retorted: "It is. It's an alive one."

"Doctor." Lily murmured, pointing. He looked down, reading the message Lily was pointing at: 'Others are coming. The library is breached.'

"Others are coming." The Doctor murmured thoughtfully, and Donna demanded: "Others? What's it mean, others?"

When neither of her friends replied, Donna turned and walked over towards a Node that was standing in one corner of the room.

"Excuse me." She called to it. "What does it mean, others?"

"That's barely more than a speak your weight machine, it can't help you." The Doctor told her as he and Lily walked over, just as the Node turned to face Donna, this one with a male face.

"So why's it got a face?" Donna asked, pointing at the face unnecessarily to emphasize her point.

Before the Doctor could answer, the Node replied in its male monotone: "This flesh aspect was donated by Mark Chambers on the occasion of his death."

There was a pause, before Donna asked in horror: "It's a real face?"

She glanced at Lily, who was once again looking a little ill and realized that she was right. It was Donna's turn to feel sick as the Node explained: "It has been actualised individually for you from the many facial aspects saved to our extensive flesh banks. Please enjoy."

"It chose me a dead face it thought I'd like?" Donna asked, revolted and trying not to hyperventilate. "That statue's got a real dead person's face on it."

"It's the fifty first century." The Doctor shrugged. "That's basically like donating a park bench."

"Except park benches don't change to suit your personal style." Lily pointed out, looking calmer than she had when they'd first encountered a Node although she was still eyeing the Node with a perturbed expression.

"It's donating a face!" Donna cried, moving into panic mode as she only just realized the true nature of the realistic faces. They weren't realistic at all- they were actually _real_.

She began to back away from the Node, utterly horrified, and both Lily and the Doctor's eyes widened in alarm as they saw something they hadn't noticed until then.

"Donna!" Lily cried while the Doctor darted forward, calling urgently: "No, wait, no."

He grabbed the redhead around the waist, pulling her back towards him. Lily breathed a sigh of relief while Donna, uncomprehending, turned to the Doctor in outrage.

"Oi." She barked. "Hands."

He let go of her, and she scolded as Lily walked up, eyeing the floor warily: "You should be ashamed of yourself, when Lily's right-"

"The shadow." The Doctor interrupted, his voice stern. "Look."

Donna frowned, his serious tone catching her off guard and she glanced at the floor where there was a large shadow right by her foot.

"What about it?" She asked, confused, and the Doctor ordered: "Count the shadows."

Donna shrugged before announcing: "One. There, counted it. One shadow."

Lily sighed, while the Doctor agreed tightly: "Yeah. But what's casting it?"

The penny dropped, and Donna froze. She stared at the shadow with the same trepidation as the other two had, finally realizing what was wrong with the shadow. Everything in the room was round or rounded, save for the books which were square. But the shadow was triangular, jutting out of the dark edges of the room almost like something cast by a skyscraper… except there was none above them. Lily wasn't quite sure what was making the shadow, but she had a very bad feeling she was about to find out. And she also had the sinking feeling she wasn't going to like it when she did.

"Oh, I'm thick!" The Doctor breathed. "Look at me, I'm old and thick. Head's too full of stuff. I need a bigger head."

Lily glanced at him, but he had dashed off to the side, popping his head out of a door to look down the hallway. Lily and Donna peered out with him, staring as they saw the lights in that corridor going out just as it had in their bookcase aisle earlier.

"The power must be going." Donna muttered, but the Doctor told her flatly: "This place runs on fission cells. They'll outburn the sun."

Lily swallowed while Donna demanded: "Then why is it dark?"

"It's not dark." Lily told Donna quietly, and she glanced at the brunette girl. She noticed something out of the corner of her eye as she did, and she turned away from Lily to check her eyes weren't deceiving her.

"That shadow." Donna said numbly as she stared at the empty spot where the mysterious shadow had been. "It's gone."

Lily turned to also stare at the empty spot, when the Doctor said grimly: "We need to get back to the Tardis."

He grabbed Lily around the waist, hauling her along to her and Donna's surprise.

"Why?" Donna demanded as she followed, both women worried by the Doctor's strong reaction. He only acted this protective of Lily when something was about to go very, very badly.

"Because that shadow hasn't gone." The Doctor explained darkly. "It's moved."

"But, Doctor," Lily protested as he began to drag her out, "what about what the camera said? About 'the others'?"

He paused, while Donna asked, having forgotten: "What others?"

"Reminder." The Node told them helpfully. "The library has been breached. Others are coming. Reminder. The library has been breached. Others are coming. Reminder…"

The trio froze as the Node continued to repeat itself, Donna looking around fearfully while Lily and the Doctor exchanged looks. His eyes were dark, filled with worry and tension, while hers were anxious as they searched his.

Lily jumped and the Doctor's grip on her tightened as something blasted the door behind them. The trio all whipped around, staring at the now gaping hole and squinting at the bright light coming from behind the doorway as they tried to see what was there. Lily blinked in confusion as six white spacesuit-clad figures walked in, especially when one came over and stood right before her and the Doctor.

The figure lifted its hand, making the Doctor tense, but it simply adjusted the polarizing filter on its helmet to reveal a smiling woman's face inside.

"Hello, sweeties." The blonde woman greeted with a wide smile.


	106. 37-2 Professor River Song

"Get out." The Doctor snapped.

"Doctor." Donna chided, while Lily placed a warning hand on his arm, but he ignored them as he told the newcomers sharply: "All of you."

He turned away from the first woman, walking passed her and pulling Lily with him as he told the group at large: "Turn around, get back in your rocket and fly away. Tell your grandchildren you came to the library and lived. They won't believe you."

"Pop your helmets, everyone." The woman who was apparently leading the newcomers called as she began removing her own helmet, shaking her curly ponytail out. "We've got breathers."

The Doctor turned to frown at the strange woman, while another woman called: "How do you know they're not androids?"

"Because I've dated androids." The blonde woman answered lightly. "They're rubbish."

The whole group removed their helmets while Lily stared at the woman, before she was distracted as a short, pudgy man demanded: "Who is this? You said we were the only expedition. I paid for exclusives."

"I lied, I'm always lying." The woman answered easily. "Bound to be others."

Lily frowned- this woman seemed almost like... Again, she was distracted by the snobbish man as he called: "Miss Evangelista, I want to see the contracts."

A younger, dark-haired woman - maybe around Lily's age - hurried forward, rummaging through her pack while the blonde woman turned to the Doctor asking: "You came through the north door, yeah? How was that, much damage?"

"Please, just leave." The Doctor pleaded in exasperation. "I'm asking you seriously and properly, just leave- Hang on." He suddenly switched gears. "Did you say expedition?"

"My expedition." The snobbish man answered primly. "I funded it."

"Oh, you're not, are you?" The Doctor groaned as Lily patted his arm sympathetically although she was fighting a smile. "Tell me you're not archaeologists."

"Got a problem with archaeologists?" The blonde woman asked lightly, and the Doctor gave her a flat look.

"I'm a time traveller." He deadpanned. "I point and laugh at archaeologists."

"Ah." The woman replied with a smile, before she stuck out her hand and introduced: "Professor River Song, archaeologist."

Lily laughed despite herself, although she quickly checked herself at the Doctor's aggravated look. River gave her a wink, making her blink in surprise, before turning back to the Doctor as he took her offered hand, saying: "River Song, lovely name. As you're leaving," he used his hold on her to turn her around and pushed her towards the doors, "and you're leaving now, you need to set up a quarantine beacon. Code wall the planet, the whole planet. Nobody comes here, not ever again. Not one living thing, not here, not ever."

He abruptly left River, calling sharply to the other woman in the expedition: "Stop right there."

The woman paused in her movements from where she'd been crossing the room. The Doctor walked over to her as he asked: "What's your name?"

"Anita." The woman answered, startled, and the Doctor told her darkly: "Anita, stay out of the shadows. Not a foot, not a finger in the shadows till you're safely back in your ship. Goes for all of you."

He turned back to the rest of the room as he ordered: "Stay in the light. Find a nice, bright spot and just stand. If you understand me, look very, very scared."

He paused, staring at the group expectantly.

"No, bit more scared than that." He insisted and the group obliged, giving him scared expressions although Lily could see they were more confused than anything else.

"Okay, do for now." The Doctor muttered before he pointed at one of the men. "You. Who are you?"

"Er, Dave." The man replied, and the Doctor nodded as he began: "Okay, Dave."

"Oh, well, Other Dave," Other Dave interrupted, "because that's Proper Dave the pilot," he pointed at another one of the man, "he was the first Dave, so when we-"

"Other Dave," the Doctor interrupted as he pulled the man along to the exploded doorway, "the way you came, does it look the same as before?"

He nodded out the door and into the hallway, and Other Dave squinted out into the darkened corridor.

"Yeah." Other Dave answered, before he added as an afterthought: "Oh, it's a bit darker."

"How much darker?" The Doctor questioned, and Other Dave explained: "Oh, like I could see where we came through just like a moment ago. I can't now."

Lily's heart sank while the Doctor ordered: "Seal up this door. We'll find another way out."

He turned back into the room, heading over to Lily as the expedition crew watched him in confusion. Well, most of them.

"Would you-" Other Dave began as he started to look for a way to seal the door, when the snobbish man snapped: "We're not looking for a way out. Miss Evangelista?"

Miss Evangelista stepped forward, saying in an uncertain stammer: "I'm Mr. Lux's personal... everything."

Lily raised a brow at the pretty woman as she held out three blue papers to them, continuing: "You need to sign these contracts agreeing that your individual experience inside the library are the intellectual property of the Felman Lux Corporation."

"Right, give it here." The Doctor said easily as he took two - one for him and one for Lily - while Donna took the last remaining one, saying cheerfully: "Yeah, lovely. Thanks."

They tore the contracts in sync, tossing the pieces over their shoulders. Lily sighed, shaking her head at him amusedly, while Miss Evangelista glanced back at Lux uncertainly, not sure what to do.

He took over, saying angrily: "My family built this library. I have rights."

"You have a mouth that won't stop." River retorted dryly before she turned to the Doctor, asking: "You think there's danger here?"

"Something came to this library and killed everything in it." The Doctor answered sarcastically. "Killed a whole world. Danger? Could be."

"That was a hundred years ago." River countered. "The Library's been silent for a hundred years. Whatever came here's long dead."

"Bet your life?" The Doctor challenged, and Lily was surprised when River smiled widely.

"Always." She answered, but there was something in the way she said the word and the way she grinned at the Doctor and Lily that made the brunette girl wonder if there wasn't some inside joke she was missing. It appeared the Doctor was missing it too, as he frowned at River with a slightly confused expression.

They turned again as they heard Lux demand: "What are you doing?"

Lily turned to see Other Dave sealing up the door, and the Doctor walked off towards them as Other Dave explained to Lux: "He said seal the door."

He gestured at the Doctor, who called: "Torch."

"You're taking orders from him?" Lux demanded as he lifted his hand, holding… a torch. Which the Doctor promptly took.

Lux turned to stare at the Doctor, his mouth slightly agape, and the Doctor glanced at the other man.

"Spooky, isn't it?" He said as he walked on, switching on the torch and shining it into the dark edges of the room.

"Almost every species in the universe has an irrational fear of the dark." The Doctor told them darkly as he got down on his hunches to examine the shadows intently. "But they're wrong, because it's not irrational. It's Vashta Nerada."

"What's Vashta Nerada?" Donna asked as Lily also frowned, not recognizing the name.

The pair walked over to the Doctor joining him on the ground as he explained: "It's what's in the dark. It's what's always in the dark. Lights!" He shouted as he got back up, helping Lily up as he did. "That's what we need, lights. You got lights?"

"What for?" River questioned, and the Doctor ordered rapidly: "Form a circle. Safe area. Big as you can, lights pointing out."

He gestured around the centre of the Rotunda to indicate what he meant, and River called: "Oi. Do as he says."

"You're not listening to this man?" Lux demanded, and Lily was surprised when River answered seriously: "Apparently I am."

Lily frowned at the blonde woman. It wasn't new that someone, usually someone clever, chose to listen to the Doctor's words against their better judgments, but there was once again something in River's manner and tone that confused her. It was… familiar. But it didn't seem like the Doctor recognized this woman at all. And not only that, River kept giving Lily smiles and knowing looks, as though she should know her as well. And Lily didn't have the faintest idea who she was.

"Anita," River ordered, "unpack the lights. Other Dave, make sure the door's secure, then help Anita. Mr. Lux, put your helmet back on, block the visor. Proper Dave, find an active terminal. I want you to access the library database. See what you can find about what happened here a hundred years ago. Pretty boy, pretty girl, you're with me. Step into my office."

Lily watched as the team sprung to action, doing as they were told while River began to make her way into a small study office on one side of the room.

"Professor Song," Lux interrupted and River turned to him, "why am I the only one wearing my helmet?"

River smiled sweetly at him before she answered flatly: "I don't fancy you."

Lily snorted, trying not to laugh, but she was failing miserably. River shot her another wink while Lux frowned, but River ignored him as she turned and carried on walking towards the office. The Doctor wanted over to where Dave was sitting before a terminal, Lily and Donna following him as they had nothing else to do while Lux peevishly removed his helmet once more.

"Probably I can help you." The Doctor said to Dave, but Lily glanced back in surprise as River called again: "Pretty boy, pretty girl. With me, I said."

Lily frowned, before she looked at Donna. The redhead had her brow raised, looking directly at her and the Doctor. Lily turned to look at the Doctor expectantly as well as he frowned before he blinked.

"Oh," he said in realization, "I'm pretty boy?"

"Yes." Donna snorted before she teased: "Ooo, that came out a bit quick."

"Pretty?" The Doctor repeated, scrunching his nose in distaste.

Lily laughed while Donna shrugged, answering: "Meh."

"You're very pretty." Lily teased, making the Doctor grin and Donna pretend to gag.

"Well, then, come on 'pretty girl'." The Doctor said cheerfully as he wrapped an arm around Lily's shoulders and began to lead them after River.

"Wait, 'pretty girl'?" Lily asked, and he looked at her in surprise and then amusement.

Lily's jaw dropped and she demanded: "Pretty?"

"Yes, 'you're very pretty'." The Doctor quoted back at her as Donna guffawed behind them.

"Pretty?" Lily repeated in disbelief, wrinkling her nose slightly and the Doctor smiled. Leaning down, he kissed her nose, making her wrinkle it again even though she giggled as he chuckled.

"Beautiful." He told her softly, making her go beet red.

The Doctor smiled at her, squeezing her shoulders briefly before he led them on once more, calling over his shoulder to the others: "Don't let your shadows cross. Seriously, don't even let them touch. Any of them could be infected."

"How can a shadow be infected?" Other Dave asked skeptically, but the Doctor didn't reply as he walked into the office with Lily. River was standing by the desk, all the lamps in the room turned on as she rummaged through her backpack.

The Doctor and Lily watched, the former apprehensively and the latter curiously, as River pulled a battered and worn old diary. But what caught Lily's interest was the colour and patterning: Tardis-blue with the same square-shaped lines on the cover as the Tardis box itself. The Doctor had also taken note of the little details, and it made him frown as he walked warily over to the strange woman with Lily at his side.

"Thanks." River said suddenly, not looking up as she began to rifle through the diary.

"For what?" The Doctor asked, puzzled, and River shrugged: "The usual. For coming when I call. Although I suppose you owed me one."

Both Lily and the Doctor blinked in surprise, and the Doctor asked: "Oh, that was you?"

River glanced at him, her brows raised as she said dryly: "You're doing a very good job, acting like you don't know me. I'm assuming since Lily's joining in, there's a reason and it's not just a prank."

"A fairly good reason, actually." The Doctor muttered as Lily also frowned in confusion, but River either ignored him or didn't hear as she continued to rifle through her diary and she said in a business-like tone: "Okay, shall we do diaries, then? Where are we this time?"

She peered at him, pursing her lips slightly as she muttered: "Er, going by your face, I'd say it's early days for you, yeah?"

Lily cocked her head, her confusion only growing the longer River spoke.

"So, er, crash of the Byzantium." River said brightly as she found a page in her diary and she looked up at the Doctor excitedly. "Have we done that yet?"

The Doctor just looked at her blankly, and she glanced at Lily, who was staring at her with a bemused expression.

"Obviously ringing no bells." River said slowly as she turned back to her diary. "Right. Oh, picnic at Asgard." She sighed happily before looking at the pair excitedly. "Have we done Asgard yet?"

Again the pair gave her blank looks and River said slowly: "Obviously not. Blimey, very early days, then. Whoo, life with a time traveller." She chuckled. "Never knew it could be such hard work."

She beamed at them, before it slowly slid off her face as the Doctor continued to stare at her while Lily glanced at the Doctor uncertainly.

"Look at you." River whispered as she stared at them. "Oh, you're young."

"I'm really not, you know." The Doctor said dryly, but Lily frowned as River answered softly: "No, but you are. Your eyes…"

She lifted a hand almost as though to touch the Doctor's face except he flinched away from the touch. River's eyes were sad as she lay her hand on the Doctor's shoulder instead and murmured slowly: "You're younger than I've ever seen you."

Her eyes shifted to Lily as she added: "Both of you."

"You've seen me before, then?" The Doctor questioned while he eyed her hand in distaste and discomfort. River blinked before she slowly removed her hand and stared at the pair before her.

"Doctor, Lily..." She said slowly and Lily was bewildered to hear an almost desperate pleading tone in her voice. "Please tell me you know who I am."

Lily glanced at the Doctor, not knowing how to reply to the poor woman's plea, but the Doctor had no such qualms.

"Who are you?" The Doctor asked flatly, and Lily almost smacked his head when she saw the look on River's face. It was as though her whole world had just shattered. But it also made Lily slightly uncomfortable as she read the heartbreak in the other woman's eyes, because she had truly had no idea who River was.

Suddenly, a loud ringing began to sound around the Rotunda, and the trio all glanced out of the office in surprise.

"Sorry, that was me." Dave explained from where he was still working away in front of the terminal."Trying to get through into the security protocols. I seem to have set something off. What is that? Is that an alarm?"

Lily shook her head slightly, frowning as she listened to the familiar dial tone while Donna called slowly: "Doctor? Doctor, that sounds like-"

"It is." The Doctor agreed. "It's a phone."

The Doctor walked out of the office, Lily following after glancing at River hesitantly. The woman caught her look, and River gave Lily a sad smile before following them out as the Doctor hurried over to where Dave was sitting. Donna moved away from where she'd been standing with Miss Evangelista, also coming closer as they listened to the ringing coming from the terminal.

"I'm trying to call up the data core," Dave explained to the Doctor, "but it's not responding. Just that noise."

"But it's a phone." Donna protested, while the Doctor leant forward.

"Let me try something." He said as he quickly typed into the terminal. A message popped up on the screen in response: 'Access Denied'.

"Okay, doesn't like that." The Doctor muttered. "Let's try something else."

He began typing again as Lily leaned in closer, and they were finally rewarded with the screen changing. It flashed around different colours, slowly settling in on a picture.

"Okay, here it comes." The Doctor muttered, and then they were all startled to see a little girl appearing on the screen.

"Hello?" The Doctor tested and the little girl said in surprise: "Hello. Are you in my television?"

"Well, no," the Doctor answered slowly, "I'm, I'm sort of in space. Er, I was trying to call up the data core of a triple grid security processor..."

Lily elbowed him slightly, and he quickly changed tactics, asking: "Anyone else home?"

"Would you like to speak to my Dad?" The little girl asked, looking perturbed, and the Doctor said quickly: "Dad or your Mum. That'd be lovely."

Lily smiled kindly at the girl as she appeared to examine them carefully.

"I know you two." The little girl said suddenly. "You're in my library."

"Your library?" The Doctor asked in surprise, and the little girl said with a small frown: "The library's never been on the television before. What have you done?"

Lily also frowned, wondering what the girl meant while the Doctor replied sheepishly: "Er, well, I just rerouted the interface-"

The connection cut, and they were once again faced with a blank screen. The Doctor quickly leant in, trying to get their connection back as River demanded: "What happened? Who was that?"

The Doctor didn't answer, Lily also frowning anxiously as they were denied access once more.

"I need another terminal." The Doctor muttered before straightening up once more and turning back towards the office River had left her things in.

"Keep working on those lights." He ordered as Lily followed him. "We need those lights!"

"You heard him, people." River called as the Doctor entered the office. "Let there be light."

The Doctor paused once they entered the office, Lily glancing at him in surprise as she started to make her way over to the terminal in the corner of the room and taking a seat before it. The Doctor was staring at the desk and Lily frowned as he began reaching for River's diary.

"Doctor." She scolded just as River entered. The blonde woman raised a brow as she saw the Doctor touch her diary, before she strode over to snatch her diary away from him.

"Sorry, you're not allowed to see inside the book." River told him severely. "It's against the rules."

"What rules?" The Doctor demanded, and River replied shortly: "Your rules."

His eyes narrowed but River stalked off, ignoring his suspicious glares as he walked over to where Lily was. He took over typing at the terminal as Lily placed her hands on his shoulders.

"What is it?" She asked softly, feeling the tension almost radiating off of him.

"Nothing." He muttered, and Lily turned him to face her as she said sternly: "It's not nothing. You're not usually this hostile to new people."

He pursed his lips into a thin line as he stared at Lily. He seemed to be struggling to admit something and Lily waited with a raised brow.

"I don't trust her." He muttered, and Lily sighed.

"Because she knows your future?" Lily guessed, and he exhaled before nodding slowly. Lily sighed, but before they could say any more, they were startled as books began to fly off of all the shelves in the office and the Rotunda.

"What's that?" The Doctor asked in surprise as everyone began ducking to avoid being hit in the head.

"I didn't do that. Did you do that?" He called out of the office, and Dave replied back in a confused voice: "Not me."

"Doctor." Lily called his attention, pointing at his terminal screen. The Doctor turned back to see it now read: 'Cal Access Denied'. The Doctor's brows furrowed in bewilderment and Lily looked around in surprise as the books stopped flying around just as suddenly as they had started.

"What is going on?" Lily wondered as the Doctor frowned at his terminal screen once more. Donna had gone over to Miss Evangelista, checking on the younger woman,

"What's Cal?" The Doctor wondered and Lily added in a puzzled tone: "And what about the little girl? Where was she?"

Lily yelped as the books began to fly off the shelves once more and once just missed hitting her in the head. The Doctor pulled her out of the office with him, the pair rejoining the rest of the group as River demanded: "What's causing that? Is it the little girl? "

"But who is the little girl?" The Doctor wondered. "What's she got to do with this place?"

The books stopped flying once more, and Lily looked around in complete confusion, wondering what the flying books meant. The Doctor, however, was more focused on the data core and he sat on a nearby desk as he wondered: "How does the data core work? What's the principle? What's Cal?"

"Ask Mr. Lux." River suggested and the Doctor turned to the man in question.

"Cal, what is it?" He asked, and Lily frowned as Lux answered primly: "Sorry, you didn't sign your personal experience contracts."

The Doctor also frowned and he said sternly: "Mr. Lux. Right now, you're in more danger than you've ever been in your whole life. And you're protecting a patent?"

"I'm protecting my family's pride." Lux countered, and Lily cocked her head. It was an odd choice of words, and she wondered what exactly he meant. Did he mean his family's pride in the literal sense, or was his family's pride the library? Somehow, she had a feeling it was neither, but then what could it be?

She refocused on the present as the Doctor said flatly: "Well, funny thing, Mr. Lux. I don't want to see everyone in this room dead because some idiot thinks his pride is more important."

"Then why don't you sign his contract?" River asked. The Doctor turned his harsh glare on her, but Lily was surprised when River simply looked amused by his reaction.

"I didn't either." She admitted, making Lily raise a brow in surprise.

"I'm getting worse than you." River sighed, almost cheekily. The Doctor's eyes narrowed once more, but Lily placed a hand on his arm and for once he decided to take her silent warning.

He took a deep breath before saying thoughtfully: "Okay, okay, okay. Let's start at the beginning. What happened here? On the actual day, a hundred years ago, what physically happened?"

He looked at River and Lux expectantly, and the former replied: "There was a message from the Library. Just one. 'The lights are going out'."

Both the Doctor and Lily frowned while River finished with a shrug: "Then the computer sealed the planet, and there was nothing for a hundred years."

"It's taken three generations of my family just to decode the seals and get back in." Lux added, and Lily pursed her lips thoughtfully.

"Er, excuse me?" Miss Evangelista called uncertainly, but Lux dismissed: "Not just now."

"There was one other thing in the last message." River told the Doctor and Lily.

"That's confidential." Lux argued, and Lily was surprised by River's response.

"I trust this man with my life, with everything." She answered seriously, making the Doctor frown and Lily blink. _What did_ that _mean?_

They were further confused when River continued sternly: "I believe in him and Lily, no question."

"You've only just met him." Lux countered, and River corrected: "No, he and Lily have only just met me."

"Er, this might be important, actually." Miss Evangelista called again, and Lux answered in exasperation, not taking his unhappy eyes off River: "In a moment."

Lily almost glanced over at the poor woman, but she was distracted as River - ignoring Lux - showed her and the Doctor a handheld computer, explaining: "This is a data extract that came with the message."

"'Four thousand and twenty two saved'." The Doctor read slowly. "'No survivors'."

Lily frowned. Again, there was something about the wording, the way the message had been phrased that seemed odd… _But what is it?_ She wondered.

River was saying to them: "Four thousand and twenty two. That's the exact number of people who were in the library when the planet was sealed."

"But how can four thousand and twenty two people have been saved if there were no survivors?" Donna questioned, frowning slightly and her head cocked in confusion.

"That's what we're here to find out." River replied seriously, while Lux added: "And so far, what we haven't found are any bodies."

"So, four thousand and twenty two people just disappeared into thin air?" Lily asked thoughtfully, and River nodded.

"That's what it seems like, doesn't it?" She said rhetorically, but Lily caught something in the other woman's tone and looked at her sharply.

"But you don't believe that." She stated. Donna blinked in surprise while the Doctor watched thoughtfully, his expression clearly agreeing with Lily.

But they were surprised when River grinned and answered slyly: "Neither do you."

Lily blinked while the Doctor's brows furrowed. It was true, she didn't believe those people had simply vanished. Anymore than the Doctor did. But what surprised them was the confident way River had stated it, as though she knew them well enough to know exactly what they were thinking. And while Lily examined River curiously, it made the Doctor uneasy.

 _'Who are you, River Song?'_ He wondered, when they were all broken from their thoughts by a sharp, feminine scream.


	107. 37-3 Vashta Nerada

The group spun around sharply, all of them pointing their flashlights towards the sound. Lily's eyes widened in horror as she saw an opening in the wooden panel that they had all missed. That had to be what Miss Evangelista had been trying to tell them about earlier, and if that was the case, then that scream…

"Oh, no." Lily breathed before the Doctor took off through the opening and down the corridor on the other side. The rest followed quickly, all of them running down the passageway until they entered a large lecture room. Lily paused, glancing around the room with a frown. Every desk in the room had a book, opened, in the centre, as though its readers had left halfway through reading. But then she spotted something in the centre of the room that made her face drain of all colour.

The group approached the skeleton sitting in a chair in the middle of the hall, dressed in white rags, as the Doctor said sharply: "Everybody, careful. Stay in the light."

Lily was feeling suddenly ill as she stared at the skeleton. It was more than the fact that it meant someone had died- it was how clean the skeleton was. The whole room was filled with a dank smell, clearly indicating no-one had entered in a long time, and every surface was covered in dust. Except the skeleton.

She started to shake a little as Dave complained to the Doctor: "You keep saying that. I don't see the point."

The Doctor glared at Dave as he demanded: "Who screamed?"

 _'So, he noticed as well.'_ Lily thought miserably as she stared at the skeleton. Donna noted the way the girl was trembling and placed an arm around the brunette's shoulders, trying to comfort her as she wondered what was wrong.

"Miss Evangelista." Dave replied to the Doctor's question, and the Doctor asked pointedly: "Where is she?"

The rest of the group frowned, uncomprehending, before River called into her suit's comms: "Miss Evangelista, please state your current-"

She broke off as they all heard her voice being echoed back from somewhere. The terrible realization finally hit the rest and they stared with horrified looks as the Doctor pointed his torch at the skeleton with an unreadable expression. Donna began to tremble with Lily as River finished in a whisper: "Please state your current position."

Her voice echoed from the skeleton's neck, and River slowly reached over to pick up the small, green-lit comm unit that hung from what remained of the ripped space-suit's collar.

"It's her." River whispered in horror. "It's Miss Evangelista."

"We heard her scream a few seconds ago." Anita protesed in a shaky voice. "What could do that to a person in a few seconds?"

"It took a lot less than a few seconds." The Doctor replied in a low voice, making the rest of the group stare at him with large, fearful eyes.

"What did?" Anita whispered, before they all jumped as Miss Evangelista's voice called: "Hello?"

"Oh, God." Lily whispered, and the Doctor moved swiftly, taking her from Donna and wrapping his arms tightly around her as River explained to them apologetically: "Er, I'm sorry, everyone. Er, this isn't going to be pleasant. She's ghosting."

"She's what?" Donna asked in a horrified voice, when Miss Evangelista piped up: "Hello? Excuse me. I'm sorry. Hello? Excuse me."

"That's, that's her," Donna said in a trembling voice as she turned to the Doctor with a beseeching look, "that's Miss Evangelista."

His face was blank, completely unreadable as he simply hugged Lily comfortingly while the girl clung to him, staring at Miss Evangelista's remains with wide and sorrowful eyes.

"I don't want to sound horrible," Dave said quietly, "but couldn't we just, you know?"

He gestured at the comm unit, and River scolded: "This is her last moment. No, we can't. A little respect, thank you."

"Sorry, where am I?" Miss Evangelista called. "Excuse me?"

"But that's Miss Evangelista." Donna protested, not understanding, and River explained softly: "It's a data ghost. She'll be gone in a moment. Miss Evangelista," she called into her comm unit, "you're fine. Just relax. We'll be with you presently."

"What's a data ghost?" Donna demanded, turning back to the Doctor.

His face was no longer blank, but a war of emotions as he told Donna in a forced neutral tone: "There's a neural relay in the communicator. Lets you send thought mail. That's it there."

He nodded once at the comm unit, and Lily choked as he explained: "Those green lights. Sometimes it can hold an impression of a living consciousness for a short time after death. Like an afterimage."

Donna's chest heaved as she fought against the pain while Lily swallowed, her hands gripping the Doctor's jacket tightly as her hands continued to shake uncontrollably.

"My grandfather lasted a day." Anita added quietly. "Kept talking about his shoelaces."

"She's in there." Donna whispered brokenly, and the Doctor nodded once.

"I can't see." Miss Evangelista called in a panicked tone. "I can't. Where am I?"

"She's just brain waves now." Dave said sadly. "The pattern won't hold for long."

"But, she's conscious." Donna protested. "She's thinking."

"Not anymore." Lily whispered softly as tears welled in her eyes.

"I can't see," Miss Evangelista cried, "I can't... I don't know what I'm thinking."

"She's a footprint on the beach." The Doctor told Donna. "And the tide's coming in."

A tear slipped silently down Lily's cheek, but the Doctor felt the wetness on his shirt and he pressed soft kisses on her head as Miss Evangelista pleaded: "Where's that woman? The nice woman. Is she there?"

"What woman?" Lux asked in a puzzled tone.

Donna swallowed before she whispered: "She means... I think she means me."

Lily closed her eyes, trying to take deep breaths as Miss Evangelista asked in her sweet voice: "Is she there? The nice woman."

"Yes, she's here." River answered. "Hang on."

She swallowed before she clicked her comm and nodded at Donna.

"Go ahead." She whispered. "She can hear you."

"Hello?" Miss Evangelista called and Donna began to shake her head in terror. "Are you there?"

"Help her." The Doctor told Donna quietly, and Donna replied in a choked voice: "She's dead."

"Yes." Lily answered and Donna looked over despairingly to meet the girl's sad hazel eyes.

"So help her." Lily whispered, another tear slipping down her cheek and Donna stared, torn, as Miss Evangelista continued to call: "Hello? Is that the nice woman?"

The Doctor nodded at Donna, and the redhead swallowed before she called back: "Yeah. Hello. Yeah, I'm," she choked on a sob, "I'm, I'm here."

She swallowed, trying to keep her voice clear and bright as she asked: "You okay?"

"What I said before," Miss Evangelista said, "about being stupid. Don't tell the others, they'll only laugh."

The rest of the group stared, stunned, while Donna promised as cheerfully as she could: "Course I won't. Course I won't tell them."

"Don't tell the others, they'll only laugh." Miss Evangelista repeated, and Donna stammered as she tried to keep her voice strong: "I won't tell them. I said I won't."

"Don't tell the others, they'll only laugh."

"I'm not going to tell them." Donna whispered, unable to keep her voice from breaking and she was fighting back her own tears, trying not cry as the green light on Miss Evangelista's comm unit began to blink.

"Don't tell the others, they'll only laugh."

It was like a personal torture for the crew as Miss Evangelista continued to repeat her last sentence, and each of them were breathing heavily, fighting tears, and regretting all the times when they'd made fun of the silly but sweet young woman.

"She's looping now." River muttered. "The pattern's degrading."

"I can't think." Miss Evangelista's voice stammered. "I don't know, I, I, I, I scream. Ice cream. Ice cream. Ice cream. Ice cream."

Finally, no-one could stand it anymore and River asked: "Does anybody mind if I?"

She gestured at the comm and no-one answered as Miss Evangelista continued to repeat blindly: "Ice cream. Ice cream."

River switched the comm off, and Miss Evangelista's voice finally cut, leaving a terrible silence behind.

"That was," Donna whispered in a broken voice as the tears finally leaked out of her eyes, "that was horrible. That was the most horrible thing I've ever seen."

Lily let go of the Doctor to reach out and hug Donna tightly. The Doctor kept one arm around Lily's shoulders but moved his other to rest on his companion's shoulder, squeezing it comfortingly as Donna began to cry silently onto Lily's shoulder.

"No." River corrected. "It's just a freak of technology."

She swallowed hard, before turning and saying in a harsh tone: "But whatever did this to her, whatever killed her, I'd like a word with that."

She met eyes with the Doctor as he looked at her over his girls' heads, and his eyes dark with sorrowful anger as he replied: "I'll introduce you."

* * *

The Doctor stormed into the Rotunda, saying sharply as the rest of the group followed him in: "I'm going to need a packed lunch."

"Hang on." River said quickly, as she bent down to open her backpack, pulling out her diary again as she dug around inside.

The Doctor eyed it suspiciously before he asked abruptly: "What's in that book?"

"Doctor." Lily warned while River answered shortly: "Spoilers."

"Who are you?" The Doctor questioned, ignoring Lily's warning looks.

"Professor River Song," River began, "University of-"

"To us." The Doctor interrupted a little sharply. "Who are you to Lily and I?"

"Again, spoilers." River replied tightly before she handed him a lunchbox.

"Chicken and a bit of salad." She told him flatly. "Knock yourself out."

The Doctor narrowed his eyes at her but Lily walked over and placed her hand on his arm firmly. He glanced at her and she shook her head, so he exhaled loudly before letting the subject drop… for now.

"Right, you lot." He said loudly, addressing the group at large once more. "Let's all meet the Vashta Nerada."

He tossed his torch into the air before catching it as he dashed off towards a corner of the room. Lily followed while River stayed behind and Donna wandered over to chat with the mysterious blonde.

"Proper Dave, could you move over a bit?" The Doctor asked as he paused before a darkened corner of the room, and Dave asked in surprise: "Why?"

"Over there by the water cooler. Thanks." The Doctor continued, ignoring Dave's question.

Lily rolled her eyes before telling Dave: "You'd better just do as he says."

Dave glanced at her and then the Doctor before he sighed and moved while the Doctor bent down on his hunches where Dave had been standing. He pointed his flashlight and sonic into the darkness as Lily knelt beside him, asking softly: "Are you alright?"

"Are you?" He returned, and she sighed, shaking her head. His eyes softened and he answered gently: "Neither am I."

He placed the hand holding his torch around her shoulders, giving her a comforting squeeze and making her smile. They both glanced back as Donna suddenly said loudly, and a little sharply: "What are you talking about? Are you just talking rubbish? Do you know him or don't you?"

"Donna!" The Doctor scolded. "Quiet, I'm working."

"Yeah, you look like you're working." They heard Donna mutter, making the Doctor roll his eyes while Lily smiled a little.

The Doctor refocused on checking the shadows as Donna and River whispered once more, and Lily simply waited patiently. His sonic suddenly glowed brighter, and the Doctor said triumphantly: "Okay, got a live one."

River and Donna looked over in surprise, coming over quickly as the Doctor explained: "That's not darkness down those tunnels. This is not a shadow. It's a swarm. A man eating swarm."

He reached for the lunchbox but Lily handed him the chicken leg she'd already pulled out. He looked at her in surprise before he gave her a soft smile, which she returned. He then turned back to the shadows, his face becoming grim once more as he tossed the chicken leg into the shadows. Lily's breath caught in fear as they watched the chicken bone land on the floor, all the meat cleaned completely off of it in the second it took to hit the ground.

"The piranhas of the air." The Doctor murmured. "The Vashta Nerada. Literally, the shadows that melt the flesh. Most planets have them, but usually in small clusters. I've never seen an infestation on this scale, or this aggressive."

Lily pursed her lips while Donna protested: "What do you mean, most planets? Not Earth?"

"Mmm. Earth, and a billion other worlds." The Doctor replied with a shrug. "Where there's meat, there's Vashta Nerada. You can see them sometimes, if you look. The dust in sunbeams."

Lily stared at him, while Donna argued: "If they were on Earth, we'd know."

"Nah." The Doctor dismissed. "Normally they live on road kill. But sometimes people go missing."

His voice became darker as he said spookily: "Not everyone comes back out of the dark."

Lily smacked his shoulder, not needing the extra horror stories when their situation was already looking extremely bleak. He rubbed the spot sheepishly as he glanced at her apologetically.

"Every shadow?" River asked tightly, and the Doctor replied seriously: "No. But any shadow."

"So what do we do?" River asked in a determined voice, surprising Lily. She glanced at the woman curiously, noting the confidence about the woman. A confidence she'd seen in many people before.

"Daleks, aim for the eyestalk." The Doctor listed slowly. "Sontarans, back of the neck. Vashta Nerada?"

He turned to look River in the eye as he told them flatly: "Run. Just run."

Lily frowned while River repeated incredulously: "Run? Run where?"

"How do we outrun shadows?" Lily added, and the Doctor turned to look around the Rotunda thoughtfully.

"This is an index point." He muttered as he jumped back to his feet. "There must be an exit teleport somewhere."

Lily raised a brow, exchanging a look with Donna while the Doctor looked at Lux, who sighed: "Don't look at me, I haven't memorised the schematics."

"Doctor, the little shop." Donna interrupted. "They always make you go through the little shop on the way out so they can sell you stuff."

"You're right." The Doctor muttered, his eyes widening and his spirits lifting hopefully.

"Brilliant! That's why I like the little shop." He added as he turned to look at Lily smugly.

She rolled her eyes but she couldn't stop the smile that tugged at her lips especially when the Doctor reached down to help her up.

"Okay, let's move it." Dave called. He started to move when the Doctor noticed something and froze.

"Actually, Proper Dave?" He called quickly. "Could you stay where you are for a moment?"

"Why?" Dave asked in confusion as he did as the Doctor asked.

Lily frowned before she glanced down at Dave's feet and her whole face blanched. The Doctor walked slowly over to the man, saying softly: "I'm sorry. I am so, so sorry. But you've got two shadows."

The whole group froze before every one of them lowered their eyes to Dave's feet. There, falling behind him was his shadow… and another shadow, exactly perpendicular to the first.

"It's how they hunt." The Doctor explained quietly. "They latch onto a food source and keep it fresh."

Lily was no longer the only white-faced person in the room. The whole group had varying shades, some looking a little greener while others were as ghostly pale as the brunette girl standing beside the Time Lord. But none were as white as the man standing rooted to the spot, and Dave asked in a shaky voice: "What do I do?"

"You stay absolutely still," the Doctor told him firmly, "like there's a wasp in the room. Like there's a million wasps."

"We're not leaving you, Dave." River added firmly, and the Doctor agreed tightly: "Course we're not leaving him."

Lily slowly took his hand, squeezing it tightly as the Doctor took a deep breath before asking Dave seriously: "Where's your helmet?"

As Dave began to move, the Doctor said quickly: "Don't point, just tell me."

"On the floor," Dave replied in a trembling voice, "by my bag."

Anita moved to get it, and the Doctor warned: "Don't cross his shadow."

The woman paused before moving slowly and carefully to fetch the helmet before handing it to the Doctor.

"Thanks." He muttered, letting go of Lily's hand to take the helmet.

"Now, the rest of you," he ordered as he placed Dave's helmet carefully on the man's head, "helmets back on and sealed up. We'll need everything we've got. "

As the group of archaeologists quickly did as he said, Donna protested: "But, Doctor, we haven't got any helmets."

"Yeah, but we're safe anyway." The Doctor answered dismissively, making Lily sigh and Donna frown as she demanded: "How are we safe?"

"We're not." The Doctor replied shortly. "That was a clever lie to shut you up."

Donna's eyes narrowed in outrage, but the Doctor ignored her as he called to River: "Professor, anything I can do with the suit?"

"What good are the damn suits?" Lux demanded. "Miss Evangelista was wearing her suit. There was nothing left."

The Doctor ignored him, and apparently so did River as she answered: "We can increase the mesh density. Dial it up four hundred percent. Make it a tougher meal."

"Okay." The Doctor replied determinedly. He began sonicing Dave's suit as he explained quickly: "Eight hundred percent. Pass it on."

He held out his sonic for River to take, but she surprised him and Lily as she held up a sonic exactly like the Doctor's.

"Gotcha." She said, sounding slightly amused as she watched the Doctor's jaw drop.

"What's that?" The Doctor demanded as Lily also stared wide-eyed.

"It's a screwdriver." River answered as though it was obvious, and Lily frowned slightly while the Doctor looked almost horrified as he pointed out: "It's sonic."

"Yeah, I know." River deadpanned.

"Snap." She finished, as though oblivious to the Doctor's almost fearful reaction, and she turned to start sonicing everyone else's suits.

Lily was staring with her mouth open, while the Doctor's eyes narrowed before he slowly pocketed his sonic. He grabbed Lily's hand and pulled her away, muttering: "With me. Come on."

She glanced at him, startled by his abrupt actions, but followed as he called: "Donna."

Donna followed them as the Doctor led them into the shop, Lily frowning at his odd choice in timing.

"What are we doing?" Donna asked in confusion. "We shopping? Is it a good time to shop?"

"No talking, just moving." The Doctor replied shortly. "Try it, it works wonders for Lily."

Both Lily and Donna frowned, both finding his comment somewhat insulting to themselves, when he stopped. They'd reached a corner of the shop, by a lectern and what looked like three, metal circular platforms.

"Right," he ordered as he pushed them both onto the circles, "stand there in the middle."

"Why?" Lily demanded, and he explained: "It's a teleport."

Lily immediately stepped off, but he pushed her back on as he scolded: "Lily, stay. Stand in the middle. Can't send the others, Tardis won't recognise them."

He pulled out his sonic once more, moving to the lectern and starting to sonic it.

"What are you doing?" Donna demanded while Lily mentally debated listening to the Doctor or stepping off again anyway.

"You two don't have suits." The Doctor explained. "You're not safe."

Their heads whipped around to him immediately as they realized what he meant.

"You don't have a suit either." Lily pointed out sharply and Donna agreed: "You're in just as much danger as we are and we're not leaving you-"

"Donna," the Doctor interrupted in exasperation, "let me explain."

He leant against the lectern, accidentally hitting a button. Lily gasped as she and Donna disappeared, the Doctor blinking after them.

"Oh," the Doctor muttered, "that's how you do it."

"Doctor!" River called urgently from outside, and he quickly dashed out. A sudden pang hit him in the chest as he acutely felt the empty spot to his right where Lily usually ran, but he shook it off quickly. It had to be done- she would be safer this way…

* * *

Lily and Donna started to materialise in the Tardis, when suddenly the flickered. Donna screamed wordlessly - just as she had on her ill-fated wedding day - and Lily cried: "Doctor!"

And then the pair vanished once more.

* * *

Doctor P.O.V.

The Doctor ran back into the Rotunda, immediately spotting what had changed and why River had called him.

"Where did it go?" The Doctor wondered as he stared at Dave's once again single shadow.

"It's just gone." Dave answered. "I looked round, one shadow, see."

The Doctor frowned in thought, staring at the empty spot while River asked: "Does that mean we can leave? I don't want to hang around here."

"I don't know why we're still here." Lux muttered.

"We can leave him, can't we? I mean, no offence." He added to Dave, and River snapped at him: "Shut up, Mr. Lux."

"Did you feel anything, like an energy transfer?" The Doctor questioned Dave, ignoring the others as he stared at the man intently. "Anything at all?"

"No, no," Dave replied, "but look, it's gone."

He started to turn to point it out, and the Doctor ordered sharply as Dave's movements made his shadow sway: "Stop there. Stop, stop, stop there. Stop moving. They're never just gone and they never give up."

Dave paused, his back turned to them from where'd turned to point down at the missing shadow, and the Doctor bent down to sonic the floor at Dave's feet, muttering: "Well, this one's benign."

"Hey," Dave suddenly complained, "who turned out the lights?"

The Doctor paused, frowning as he glanced up at Dave's back, saying in a puzzled tone: "No one, they're fine."

"No seriously, turn them back on. " Dave insisted, and River said in a confused tone: "They are on."

"I can't see a ruddy thing." Dave retorted and the Doctor's eyes narrowed.

"Dave," he ordered slowly as he stood back up carefully, "turn around."

Dave turned around, facing them once more so that they could all see his visor had gone completely black, hiding his face in the darkness. Everyone in the room balked while Dave asked in a terrified voice: "What's going on? Why can't I see? Is the power gone? Are we safe here?"

"Dave," the Doctor ordered quietly but firmly, "I want you stay still. Absolutely still."

Dave jerked, suddenly going rigid, and the Doctor called in alarm: "Dave?"

Dave started to jerk violently, his whole body twitching in an unnatural way and freaking the rest of the group out while the Doctor called urgently: "Dave? Dave, can you hear me? Are you all right? Talk to me, Dave. "

Dave suddenly stopped moving, going completely still and he answered in a strangely calm voice: "I'm fine. I'm okay. I'm fine."

"I want you to stay still." The Doctor said firmly. "Absolutely still."

"I'm fine. I'm okay. I'm fine. I can't." The Doctor frowned as he watched the man before realization hit him, and he glanced at the man's comm unit. "Why can't I? I, I can't. Why can't I? I, I can't. Why can't I? I..."

The Doctor watched Dave's comm light blink at him with an impassive face, although his hearts had sunk with sorrow. River finally saw as well, and she whispered: "He's gone. He's ghosting."

"Then why is he still standing?" Lux asked quietly, when Dave said suddenly: "Hey, who turned out the lights? Hey, who turned out the lights?"

The Doctor leaned in, trying to get a closer look as he examined the figure in the spacesuit with a puzzled frown, and River warned: "Doctor, don't."

He ignored her as he called: "Dave, can you hear me?"

"Hey, who turned out the lights?" Dave repeated, when he suddenly reached out and grabbed the Doctor around his throat, closing off his airway as Dave pushed the Time Lord down to his knees. The Doctor choked, gasping as he tried to breathe while staring up with wide eyes as 'Dave' leaned forward… and a skull clanked against the visor, visible as it fell forward against the darkened glass.

"Who turned out the lights?" Zombie Dave continued to ask as he strangled the Doctor. "Hey, who turned out the lights?"

"Excuse me." River called, drawing the spacesuit's attention. Zombie Dave looked at her as she pointed her sonic screwdriver at him, zapping him and forcing him to let go of the Doctor.

"Back from it!" The Doctor ordered as he coughed, hand massaging his throat as he hastily retreated away from Zombie Dave. "Get back. Right back."

The others quickly did as he said, all watching warily as Zombie Dave lurched forward on one leg, slowly making his way towards them.

"Doesn't move very fast, does it?" River observed, and the Doctor pointed out: "It's a swarm in a suit. But it's learning."

He was staring at the ground by Zombie Dave's feet, watching the four shadows coming out of the man's feet and growing to spread across the floor towards all four corners of the room.

"What do we do?" Lux asked, panicking as Dave took another step towards them. "Where do we go?"

"See that wall behind you?" River questioned, and Lux glanced back at said wall while River drew a gun from her thigh-holster. "Duck."

They all ducked and River fired, the Doctor twisting his upper body to avoid being hit and he watched as a large, square hole appeared in the wall.

"Squareness gun!" He said in surprise and appreciation, while River called: "Everybody out. Go, go, go."

The Doctor quickly led the way, taking them all out of Rotunda as River ordered: "Move it. Move, move. Move it. Move, move."

The Doctor peered down the dark aisle between the large bookcases, his expression grim as River joined him.

"You said not every shadow." River pointed out, and the Doctor countered: "But any shadow."

This made River hesitate with him, the pair watching the shadows uncertainly, before their heads whipped back inside as Zombie Dave called: "Hey, who turned out the lights?"

"Run!" River yelled, and they all obeyed, fleeing for their lives down the aisle and away from Zombie Dave.

The group dashed down aisle after aisle, turning away from the darkest areas and trying to stay at least where there was some light. They eventually stopped to take a break, the majority of the crew collapsing as they tried to get their breath back. The Doctor was standing under a lightbulb, sonicing it intently as River walked up.

"Trying to boost the power." The Doctor muttered. "Light doesn't stop them, but it slows them down."

"So, what's the plan?" River asked swiftly, as she raised her sonic to the light as well in an attempt to help the Doctor. "Do we have a plan?"

The Doctor wasn't listening to her, staring at her screwdriver with his eyes narrowed.

"Your screwdriver," he said slowly, "looks exactly like mine."

River blinked looking down at it before looking back at him uncomprehendingly.

"Yeah." She said as though wondering why he was stating the obvious. "You gave it to me."

"I don't give my screwdriver to anyone." The Doctor retorted sharply, and River answered shortly: "I'm not anyone."

The Doctor's eyes narrowed even further at that and he demanded darkly: "Who are you?"

"What's the plan?" River repeated, ignoring his question although she gave him a look that clearly told him to drop the subject now.

The Doctor pursed his lips slightly but let the topic drop for now as he replied: "I teleported Lily and Donna back to the Tardis. If we don't get back there in under five hours," he checked his sonic, "emergency program one will activate."

"Take her home, yeah." River nodded in understanding. "We need to get a shift on."

The Doctor didn't answer, staring at his sonic numbly, his eyes widening in fear.

"Doctor?" River asked in concern, and the Doctor whispered: "She's not there."

River turned to him sharply, her full attention on him as he said shakily: "I should have received a signal. The console signals me if there's a teleport breach."

"Well, maybe the coordinates have slipped." River said tightly, although she couldn't completely hide her worry as her heart clenched. "The equipment here's ancient."

The Doctor's hands tightened and his jaw set before he lowered his sonic and strode off towards the closest Node.

"Lily Tyler." He called sharply. "There's a Lily Tyler, and Donna Noble, somewhere in this library. Do you have the software to locate her position?"

The Node turned its head slowly as it answered in an eerily familiar voice: "Lilian Tyler has left the library. Lilian Tyler has been saved."

"Lily." The Doctor murmured in horror, his face going pale as he stared at Lily's face on the Node, wearing an unnatural, blank expression as she continued: "Donna Noble has left the library. Donna Noble has been saved."

"Oh, my God." River whispered, before she demanded: "How can it be Donna? How's that possible?"

The Doctor didn't look at her, or even hear her, as he took a numb step forward, his hand stretching forward as the Node repeated with Lily's face and voice: "Lilian Tyler has left the library. Lilian Tyler has been saved."

"Lily." The Doctor whispered, choking slightly on the word as he just touched the face on the Node.

"Hey," a voice called and River whipped around in alarm while the Doctor continued to stare at Lily's face, "who turned out the lights?"

"Doctor!" River cried in fear and the rest of the crew had hurried to their feet, as the Node repeated: "Donna Noble has left the library.-"

"Hey, who turned out the lights?" Zombie Dave called again as he stepped into their aisle and River shouted: "Doctor, we've got to go now!"

The Doctor turned around as the Node continued: "- Lilian Tyler has been saved.-"

"Hey, Who turned out the lights?" Zombie Dave asked as the Doctor broke into a run, the others following quickly as he started down the aisle and away from Zombie Dave, and the Lily Node as it continued to repeat its message.

"Hey, who turned out the lights?"

The Doctor skid to a stop as the lights before them flickered out, casting the rest of the aisle of books into darkness and trapping them between the shadows and Zombie Dave as he came closer, calling: "Hey, who turned out the lights?"

"Donna Noble has left the library. Donna Noble has been saved." The Lily Node continued as the Doctor, River, and the crew looked around wildly for an escape. "Lilian Tyler has left the library."

"Doctor, what are we going to do?" River demanded as the Doctor glanced back and forth between the shadows as Dave came steadily closer.

"Lilian Tyler has been saved."


	108. 381 Forest of the Dead

"Hey, who turned out the lights?" Zombie Dave called as he came ever closer. "Hey, who turned out the lights?"

As the group dithered, River pulled out her gun, shooting the nearby wall. A perfectly square hole appeared, and she called sharply: "This way, quickly. Move!"

They all ran through, and the process repeated as they tried to run from the shadows.

* * *

Lily P.O.V.

Lily slowly opened her eyes, blinking once, twice before things began to come into focus. She could see a light hanging from the roof of the room she was in, and Lily sat up carefully, holding her head, to look around uneasily. She was in a hospital ward, and given a private room at that. She frowned- there was no way she could have afforded this room.

She glanced around, noting the large mirror sitting across from her cot and she saw she was looking fresh and clean in a hospital gown. Lily frowned. She was certain she shouldn't be looking this clean, she'd been running… hadn't she?

She glanced up at the light again, frowning heavily at it. It was shining brightly, and for some reason she felt like it shouldn't be. Shadows… something about shadows… and a doctor…

Lily was broken from her thoughts as a knock sounded on her door, and she turned to look at it as a dark-skinned man wearing rimless spectacles and dressed in a neat suit walked in.

"Hello, Lilian." He greeted and Lily frowned.

"Who are you?" She asked suspiciously, and the man smiled.

"I'm Dr. Moon." He replied in a patient and soothing tone. "I've been treating you since you came here, two years ago."

"What?" Lily asked blankly before she remembered. "Oh. Dr. Moon, I'm so sorry. I didn't know you for a moment... "

"And then you remembered." He replied with a smile. "Shall we go for a walk?"

 _Next instant_

"No more dreams, then?" Dr. Moon asked as they walked on the lawn outside the hospital. "The Doctor and the blue box, time and space."

Lily frowned again.

"How did we get here?" She asked, without really paying attention to Dr. Moon's question. She glanced down to see herself fully dressed in jeans and a shirt, and then looked around noted the sign on the hospital, which read 'CAL'. She stared at it, feeling puzzled. It felt familiar, like something in her mind that was just escaping her...

"We came down the stairs, out the front door." Dr. Moon replied easily and breaking her train of thoughts. "We passed Mrs. Ali on the way out."

"Oh..." Lily murmured, her brows knitting in confusion. "Yeah… I forgot that."

"And then you remembered." Dr. Moon replied simply- but for some reason Lily couldn't shake the feeling that something wasn't right. She sighed, ignoring the feeling as she turned back to Dr. Moon and he smiled at her.

"Shall we go down to the park?" He suggested, and Lily nodded.

 _A moment later_

"You said 'park', and suddenly I'm sitting on a swing." Lily almost accused Dr. Moon as she swung her feet while he stood beside her.

Dr. Moon simply smiled, before turning as someone called: "Dr. Moon. Morning."

Lily turned as well to look, examining the man who was jogging passed them curiously. He looked incredibly familiar with fluffy brown hair and warm brown eyes that made Lily's heart start to beat just a little bit faster. The man paused as he met her eyes, blinking rapidly before he gave her a shy smile.

"Lilian Tyler-" Dr. Moon began to introduce, and Lily interjected quickly: "Lily."

The man smiled and he finished Dr. Moon's introduction as he held out his hand: "John Smith."

"Pleasure." Lily replied as she took his hand, shaking it warmly.

His smile widened as he replied meaningfully: "I think the pleasure's all mine… Lily."

Lily grinned.

 _Next minute_

"Er, how did we leave it?" Lily asked as she walked with Dr. Moon back towards the hospital. "John and I?"

"Oh, he had to run back to get ready for work." Dr. Moon replied as he opened the door for her. "But don't worry… I have a feeling you'll see him soon."

Lily frowned, opening her mouth to ask, when another doctor walked around the corner of the hallway, almost bumping right into her.

"Oh, sorry I wasn't looking- Lily?" John asked in surprise as she looked up at him, equally surprised.

"John?" Lily questioned as she took in his white hospital gown, and he glanced around as he asked: "What are you doing here?"

"Oh, I… what was I doing here?" Lily asked Dr. Moon in confusion, not actually remembering why she was back at the hospital.

"You were just going to fetch your things." He replied. "Because you were cleared to leave now."

"Oh, right." Lily replied, a small frown appearing on her face again. "I forgot about that."

"And then you remembered." Dr. Moon replied, while John shifted on his feet uncomfortably.

"Er, Lily..." He began before faltering as she turned to him curiously.

"Yes, John?" Lily asked, and he gathered his courage to ask bravely: "Dinner?"

"Yes, John." Lily replied with a smile, which he returned.

 _Next minute_

Lily laughed as John chatted animatedly, telling her about his job at the hospital and funny stories of places he had travelled to. They wandered back into the park where they had met, John smiling down at her as she smiled back up at him.

"Lily?" He asked softly as he paused under a streetlight, the pair standing in the soft golden glow.

"Yes?" Lily asked and he leaned down to kiss her, and she kissed him back.

 _A moment later_

Lily laughed as John spun with her in his arms as they entered the blue house and crossed the threshold together. He continued twirling around the entrance, making her white dress flare around them as Lily continued to giggle and he grinned down at her.

"Welcome home, Mrs. Smith." He grinned and she laughed in delight as she smiled: "Why, thank you, Dr. Smith."

 _Another minute later_

"Bye, darling!" John shouted as he rushed out the door, pulling on his long white hospital gown as he did and Lily called after him: "Hurry, John! And don't be late for dinner!"

"Never!" He called before he slammed the door shut and dashed off to work.

Lily chuckled - she'd heard that one before - as she turned back to her daughter, who was sitting drawing a picture of a butterfly at the kitchen table. The little girl was about four or five years old, and her long light brown curls were held neatly back with a blue headband. Her brown eyes were exactly like her father's… well, close enough anyway.

"That's lovely, sweetie." Lily complimented when her daughter showed her the drawing, before Lily looked up.

"Oh, Dr. Moon." She greeted as he set his teacup down. "Sorry, with John being as harried as usual in the morning, I forgot you were there. More tea?"

"No, I was just going, thank you." Dr. Moon replied as he stood up.

"You've done so much in seven years, Lilian." He complimented as he looked about the living room, tidied except for where John had thrown the morning paper on the kitchen table. The photographs on the mantle showed various moments in her and John's life together- their trip to the mountains to ski, their trip to Paris, the birth of their baby girl, and then a recent picture of the three of them as they all smiled for the camera.

Lily chuckled as she picked up the remains of his breakfast, musing: "It doesn't feel like seven years. It feels like time is passing in the blink of an eye, and it was only just yesterday that I met John."

Dr. Moon just nodded as he picked up his briefcase sitting by his feet, and he greeted as he turned back to her: "Can I just say what a pleasure it is to see you fully integrated."

Lily blinked when suddenly Dr. Moon disappeared, fizzling out like an image on TV when there was bad reception, only to be replaced by an image of John. Except it wasn't John and the plates in Lily's hands slipped, smashing onto the floor as she stared at this man, dressed in a blue suit and fiddling with something in his hand.

' _Sonic screwdriver._ ' Lily's mind told her, but she was too much in shock to really register as the man said to someone nearby: "No, the signal's definitely coming from the moon. I'm blocking it, but it's trying to break through-"

He broke off as he saw her, his eyes widening as he cried: "Lily!"

And then he was gone, while Lily stared, aghast, as Dr. Moon reappeared.

"Sorry." He said, sounding slightly annoyed but trying to conceal it as he patted his stomach and chuckled: "Mrs Angelo's rhubarb surprise. Will I never learn?"

"Doctor." Lily whispered, and Dr. Moon's eyes sharpened on her as she stared at him with an ashen expression. "The Doctor. I saw the Doctor."

"Yes, you did, Lilian." Dr. Moon agreed. "And then, you forgot."

Lily frowned, her eye twitching just slightly as her mind rebelled. But it all disappeared as the little girl at the kitchen table called: "Mommy, look!"

Lily turned and smiled as she examined the drawing her daughter was showing her of the their little family.

"That's beautiful, DW." Lily told her daughter, kissing the little girl on the top of her head as the child beamed and Dr. Moon smiled, satisfied.

* * *

Doctor P.O.V.

 _Moments earlier_

The group dashed into another Rotunda as River cut her way inside, and she called as the crew paused to catch their breath: "OK, we've got a clear spot. In, in, in! Right in the centre. In the middle of the light, quickly. Don't let your shadows cross. Doctor."

"I'm doing it." He replied as he soniced around, and River muttered: "There's no lights here. Sunset's coming. We can't stay long."

As everyone else sank to down to try and rest, River hurried over to the Doctor, asking anxiously: "Have you found a live one?"

"Maybe." He muttered as he jiggled his sonic. "It's getting harder to tell. What's wrong with you?" He added to his sonic in annoyance.

The Doctor smacked his sonic, as River muttered: "We're going to need a chicken leg."

She turned to the group at large, calling: "Who's got a chicken leg?"

Other Dave pulled one out of his pocket from where he'd saved it earlier after witnessing the Doctor's trick in the other Rotunda, just in case.

"Thanks, Dave." River said gratefully as she took the chicken leg and threw it into the shadows the Doctor had been pointing his sonic at. They watched in grim silence as the bone landed, stripped bare to the bone before it hit the ground.

"Okay." River said slowly. "Okay, we've got a hot one. Watch your feet." She warned her crew, who all shifted worriedly.

"They won't attack until there's enough of them." The Doctor muttered tersely. "But they've got our scent now. They're coming."

"Oh, yeah, who is he?" Other Dave asked River as he nodded at the Doctor. "You haven't even told us. You just expect us to trust him?"

"He's the Doctor." River answered as though it was obvious while the Doctor moved about near the shadows, pointing his sonic at it as he ignored the others.

"And who is the Doctor?" Lux demanded, and River replied flatly: "The only story you'll ever tell, if you survive him."

"You say he's your friend," Anita interjected, "but he doesn't even know who you are."

"Listen," River answered impatiently, "all you need to know is this: I'd trust that man to the end of the universe. And actually, we've been."

"He doesn't act like he trusts you." Anita pointed out, and River deadpanned: "Yeah, there's a tiny problem. He hasn't met me yet."

She walked away, leaving her crew looking puzzled, to join the Doctor. She observed him hitting the sonic again as it refused to work properly, and she asked as she knelt beside him: "What's wrong with it?"

"There's a signal coming from somewhere, interfering with it." The Doctor replied unhappily, although whether it was because of the sonic or River's presence, the blonde woman couldn't be sure.

She tried to be helpful as she told him: "Then use the red settings."

"It doesn't have a red setting." The Doctor replied slowly as he looked at her strangely from the corner of his eye.

"Well, use the dampers." River tried instead, and the Doctor was now openly staring at her as he answered with a frown: "It doesn't have dampers."

"It will do one day." River muttered as she turned to look at the shadows, playing with her own screwdriver. The Doctor noticed, and he took the sonic from her hands, examining it as River turned to watch him.

"So," the Doctor said a little sharply, "some time in the future, I just give you my screwdriver."

"Yeah." River replied shortly, and the Doctor asked with a raised brow: "Why would I do that?"

"I didn't pluck it from your cold dead hands, if that's what you're worried about." River answered dryly, and the Doctor challenged with narrowed eyes: "And I know that because?"

"Listen to me." River said sharply as she turned on him. "You've just lost Lily, and you've lost your friend. You're angry. I understand, _trust_ me I do. I feel the same way. But you need to be less emotional, Doctor," she ordered, "right now."

"Less emotional?" The Doctor repeated indignantly, not really registering anything else she'd said as he frowned at her. "I'm not emotional!"

"There are five people in this room still alive." River snapped at him. "Focus on that. Dear God, you're hard work young."

"Young?" The Doctor repeated incredulously before he demanded furiously: "Who are you?"

"Oh, for heaven's sake!" Lux snapped at them angrily. "Look at the pair of you. We're all going to die right here, and you're just squabbling like an old married couple."

The Doctor shot a glare at Lux while River made a slightly disgusted face. As the Doctor turned to give her another dark look, River sighed.

"Doctor," she said at last, "one day I'm going to be someone that you trust completely, but I can't wait for you to find that out. So I'm going to prove it to you. And I'm sorry. I'm really very sorry."

The Doctor's frown had deepened at her words, but River ignored it as she leant forward and whispered something in his ear. The Doctor blinked, freezing in complete shock and horror. He could only stare at River as she leaned back, watching his reaction warily as he looked at her with what could only be described as a horrified expressions.

"Are we good?" She asked, and when he didn't respond, she repeated a little sharply: "Doctor, are we good?"

He broke out of his trance, and though he still seemed stunned, he muttered: "Yeah... we're good."

"Good." River replied shortly as she took her screwdriver back and turned, getting back up and walking back to rejoin her crew.

The Doctor watched her go with mixed feelings. What she had whispered undeniably proved she had been speaking the truth when she said he would trust her in his future. And yet, it filled him unease- what did that mean for Lily? Was something going to happen to her?

He shied away from the thought, quickly turning back to the situation before him. It was as he glanced back down that he had an idea.

"Know what's interesting about my screwdriver?" The Doctor asked aloud as he stood up and spun to face the group once more. "Very hard to interfere with. Practically nothing's strong enough. Well, some hairdryers, but I'm working on that. So there is a very strong signal coming from somewhere, and it wasn't there before. So what's new? What's changed?"

As they all looked back at him blankly, the Doctor asked impatiently: "Come on! What's new? What's different?"

"I don't know." Other Dave replied. "Nothing. It's getting dark?"

The Doctor gave him a look as he replied flatly: "It's a screwdriver. It works in the dark."

As no-one answered, the Doctor turned to look up and out of the glass dome in the ceiling.

"Moonrise." He murmured before he ordered in general: "Tell me about the moon. What's there?"

"It's not real." Lux shrugged. "It was built as part of the Library. It's just a Dr. Moon."

"What's a Dr. Moon?" The Doctor asked as he focused on the other man, and Lux shrugged again as he replied: "A virus checker. It supports and maintains the main computer at the core of the planet."

The Doctor immediately switched on his sonic, pointing it around as he muttered: "Well, still active. It's signaling. Look. Someone somewhere in this library is alive and communicating with the moon. Or, possibly alive and drying their hair." He added thoughtfully.

He made the signal stronger on his sonic, and as he checked the readings he corrected: "No, the signal is definitely coming from the moon. I'm blocking it, but it's trying to break through."

His sonic flashed, and River gasped: "Doctor!"

He didn't even hear her as he stared at the holographic image of Lily that had appeared before him, and he cried: "Lily!"

The image disappeared at that moment, and the Doctor frantically started playing with his sonic as River said urgently: "That was her. That was Lily! Can you get her back? What was that?"

She was starting to sound as frantic and anxious as the Doctor was feeling, and he replied a little sharply as he tried to get Lily back: "Hold on, hold on, hold on. I'm trying to find the wavelength. Argh," he groaned as it failed, "I'm being blocked."

"Professor?" Anita called suddenly, her voice small.

"Just a moment." River answered distractedly as she joined the Doctor in trying to break the signal and get back to Lily.

"It's important." Anita said in a shaky voice and River glanced over just as a tear slipped down the other woman's face as she whispered: "I have two shadows."

Everyone spun around to look as River ordered swiftly: "Okay. Helmets on, everyone. Anita, I'll get yours."

"It didn't do Proper Dave any good." Anita muttered bitterly, and River suggested as she moved to get Anita's helmet: "Just keep it together, okay?"

"Keeping it together." Anita answered calmly even as tears dripped down her cheeks. "I'm only crying. I'm about to die. It's not an overreaction."

There was nothing they could say to that so they remained silent as River gently and carefully placed the helmet back on Anita's head.

"Hang on." The Doctor muttered and he walked over, pointing his sonic at Anita's closed visor.

The visor blackened, and River gasped in horror: "Oh God, they've got inside."

"No, no, no." The Doctor interrupted quickly. "I just tinted her visor. Maybe they'll think they're already in there, leave her alone."

"Do you think they can be fooled like that?" River asked tightly, and the Doctor replied shortly: "Maybe. I don't know. It's a swarm. It's not like we chat."

Other Dave called over to Anita: "Can you still see in there?"

"Just about." Anita answered tensely, when the Doctor noticed something.

Other Dave was about to come closer when the Doctor called hastily: "Just, just, just stay back. Professor," he nodded at River, "a quick word, please."

"What?" She asked and the Doctor bent down, crouching on the floor by Anita's shadow as he replied: "Down here."

River frowned but joined him, asking quietly: "What is it?"

"Look," the Doctor muttered, "you said there are five people still alive in this room."

"Yeah, so?" River asked impatiently, and the Doctor asked pointedly: "So, why are there six?"

River rose back up slowly, turning to look in the direction the Doctor had been looking earlier. Sensing her dread, the others did the same and they all stared as they saw Zombie Dave standing in the doorway.

"Hey, who turned out the lights?" He called, and the Doctor yelled: "Run!"

They sprinted away, running once more as Zombie Dave followed, slowly starting to move at a faster paced as he chased them, calling repeatedly: "Hey, who turned out the lights?"

* * *

Lily P.O.V.

"Oh, Dr. Moon..." Lily added as she turned back towards where the man had been moments earlier before she frowned. She looked around the empty living room before looking back down at her daughter's drawing.

"DW, sweetie, you haven't drawn faces on the people." Lily pointed out kindly, and the little girl looked at her blankly.

"Why haven't you drawn the faces?" Lily asked, puzzled by her daughter's reaction and DW shrugged.

"I don't know." The little girl replied, and Lily frowned slightly.

"I'm home!" John called as he walked into the living room, and DW turned in her seat, beaming.

"Daddy!" She cried as she jumped from her chair and ran to her father.

John chuckled as he leaned down and hugged the little girl, asking: "How was your day, princess?"

"I drew pictures." DW replied proudly as she showed him the drawing and he smiled.

"Oh, look at that. You drew me, you, and your beautiful mummy." He cooed as he stood up with his daughter in his arms and walked over to kiss Lily on the cheek.

"It doesn't have the faces." Lily pointed out again before adding: "Did you see Dr. Moon?"

"Dr. Moon?" John repeated in surprise, and Lily nodded.

"No." John replied as he shook his head. "Why, was he here?"

"Yeah, just a second ago." Lily insisted. "You must have passed him."

John continued to look puzzled and Lily frowned. She glanced at him, looking him up and down as she felt somewhat confused. There was something wrong, something she couldn't place her finger on. Why? He looked just as he had always looked since that day they met, seven years ago already… right? But ever since she'd seen… seen what?

"Lily?" John asked, concerned as her brows knit anxiously.

"I'm forgetting something." Lily muttered, and John asked as he looked at the stove: "The dinner?"

Lily glanced back in surprise to see the dinner burning on the stove. John quickly placed DW back down as he walked over to turn the stove off, moving the pan as he chuckled: "That's not like you to forget you put something on the stove. Lily?"

He turned to her in concern when she didn't respond, but she barely heard him as she stared at the burnt food in the pan.

"Lily? Darling?" John asked as he moved to stand before his wife, and she whispered shakily: "I don't remember putting that on the stove."

"Well, now you did." John answered at an attempt at levity but Lily's eyes narrowed.

She'd heard that before, a few times, years ago… when Dr. Moon had repeated it to her. The first few times, when she'd woken up… years ago… right? It had been years, hadn't it? It had to be, how else was her daughter already so grown up? Time had flown and she'd gotten so big… how?

Lily glanced at her daughter, puzzled. How? She didn't remember watching the little girl grow up from the baby she had been. Heck, she didn't even remember giving birth… or being pregnant… what?

"Lily?" John asked in concern, and Lily asked numbly: "John?"

"Yes, love?" He asked worriedly as he watched her with anxious eyes and Lily asked quietly: "Why did we name our daughter 'DW'?"

"What?" He asked, puzzled, and Lily looked up at him desperately as she repeated: "Why did we name our daughter 'DW'?"

"I don't know." John replied with a small frown. "You insisted upon it..." Lily frowned, "quite insistently."

He chuckled a little as he finished, but she didn't join him.

"Lily?" He asked again, and she said quietly: "I don't remember that."

"What?" He asked, puzzled. "How could you forget? You argued you wanted to call her DW until I gave in. Don't you remember?"

"Yes." Lily answered absently. She could, she-

"No." Lily said a little sharply. "No, no, I don't. That's not a memory, I… I..."

She trailed off, starting to panic. No memories, just lists of things she'd done and said, almost like her life these past few years was being written out for her to read, like a script… or code. Lily clutched her head, starting to feel a sharp pain in her head and John asked in alarm: "Lily?"

"DW..." She murmured and John asked, puzzled: "Who?"

Lily froze.

"DW." She repeated and John repeated, sounding confused: "Who is that?"

"... Our daughter..." Lily said slowly, and John was sounding bewildered as he said: "What daughter? Lily, are you sure you're okay, love?"

Lily didn't hear him, staring at him with wide eyes.


	109. 38-2 Saved

Doctor P.O.V.

The Doctor sprinted down a high level walkway that connected their building to another library skyscraper, when he suddenly stopped.

"Professor," he told River as she paused beside him, "go ahead. Find a safe spot."

"It's a carnivorous swarm in a suit." River retorted sharply. "You can't reason with it."

"Five minutes." The Doctor replied, not looking at her and River's eyes narrowed.

"Other Dave," she ordered, "stay with him. Pull him out when he's too stupid to live. Two minutes," she added to the Time Lord, "Doctor."

He nodded and she ran, leading Anita and Lux with her as they headed into the other skyscraper while the Doctor and Other Dave waited. Zombie Dave soon came around the corner, following them as he called: "Hey, who turned out the lights?"

"You hear that?" The Doctor asked sharply. "Those words? That is the very last thought of the man who wore that suit before you climbed inside and stripped his flesh. That's a man's soul trapped inside a neural relay, going round and round forever. Now, if you don't have the decency to let him go, how about this? Use him. Talk to me."

Zombie Dave paused, as though uncertain, and the Doctor challeneged: "It's easy. Neural relay. Just point and think. Use him, talk to me."

"Hey, who turned out the lights?" Zombie Dave repeated, and the Doctor snarled: "The Vashta Nerada live on all the worlds in this system, but you hunt in forests. What are you doing in a library?"

"We should go. Doctor!" Other Dave called warningly from just behind the Doctor as Zombie Dave dithered on the spot.

"In a minute." The Doctor replied impatiently before asking Zombie Dave: "You came to the library to hunt. Why? Just tell me why?"

"We did not." Zombie Dave said slowly, and the Doctor blinked in surprise.

"Oh," he said as he stared at Zombie Dave, "hello."

"We did not." Zombie Dave said hesitantly, and the Doctor replied soothingly: "Take it easy, you'll get the hang of it. Did not what?"

"We did not come here." Zombie Dave said slowly, and the Doctor scoffed: "Well, of course you did. Of course you came here."

"We come from here." Zombie Dave replied, and the Doctor repeated with a confused frown: "From here?"

"We hatched here." Zombie Dave answered, starting to get the hang of speaking, while the Doctor protested: "But you hatch from trees. From spores in trees."

"These are our forests." Zombie Dave replied ominously, and the Doctor pointed out as he gestured around them at the many, tall buildings that covered the entire planet: "You're nowhere near a forest. Look around you."

"These are our forests." Zombie Dave repeated and the Doctor protested: "You're not in a forest, you're in a library. There are no trees in a-"

He broke off as he suddenly realized what the Vashta Nerada meant.

"-Library." The Doctor finished slowly as he looked around in understanding.

"We should go. Doctor!" Other Dave called, but the Doctor ignored him as he whispered while staring at the many bookcases around him: "Books. You came in the books. Microspores in a million, million books."

"We should go. Doctor!" Other Dave repeated, but the Doctor continued as he said in a mix of awe and horror: "Oh, look at that. The forests of the Vashta Nerada, pulped and printed and bound. A million, million books, hatching shadows."

"We should go. Doctor!" Other Dave repeated and it finally clicked in the Doctor's head that something was wrong. He whipped around to face Other Dave, before his face became drawn with sorrow.

"Oh, Dave!" The Doctor murmured as he stared at the skeleton inside Other Dave's spacesuit while the man's comm unit blinked green. "Oh Dave, I'm so sorry."

"Hey, who turned out the lights?" Zombie Dave called, while Zombie Other Dave shouted: "We should go. Doctor!"

The two spacesuits started to close in on the Doctor and he glanced down at his feet.

"Thing about me, I'm stupid." The Doctor told them as he looked back at the two dead men. "I talk too much. Always babbling on. This gob doesn't stop for anything. Want to know the only reason I'm still alive? Always stay near the door. "

The Doctor pointed his sonic at the floor, revealing the trap door he had been standing on as it opened beneath his feet. The two zombie men could only stop and stare - figuratively speaking - as the Doctor dropped through the trapdoor and fell out of the bridge… to hang onto the support beam below. He quickly placed his sonic between his teeth, before swinging across the beams as he made his way to the other building where River and what remained of her crew waited.

* * *

Lily P.O.V.

"DW." Lily whispered, and John asked worriedly: "What are you talking about? Lily?"

"DW." Lily muttered, ignoring him as she closed her eyes in realization, starting to work everything out. " _DW._ Of course. _Of course._ "

"Lily? Darling?" John begged and she opened her eyes to stare at him sadly.

"John." She said seriously and making him frown. "Can I ask you a question?"

"Of course." He replied instantly and Lily said: "I wasn't finished: Can I ask you a question, and will you promise me you'll answer truthfully?"

"Yes, Lily, I promise." He answered, and Lily asked slowly: "You're not real… are you?"

He frowned at that and he protested a little indignantly: "Of course I'm real. Why would you ask that?"

"You're not actually alive." Lily murmured quietly, and he argued: "Of course I am. Here." He took her hand and placed it on his chest, "See?"

Lily's eyes were swimming with tears as she looked up at him, and she whispered: "A heartbeat."

"Yes, exactly." John said in relief, before freezing as Lily choked out: " _Only_ one heart."

He blinked while she withdrew her hand and told him sharply: "You aren't him. You're an image of him, created to keep me trapped here, believing this world was real."

"How could you say that?" John demanded, sounding hurt, and Lily countered sharply: "DW: Doctor Who?"

* * *

River P.O.V.

Night had fallen as River waited patiently for the Doctor with Anita and Lux. They were sitting in a circular room, Lux sitting silently on one side while Anita remained standing, wary of her shadows, as River soniced the shadows around them with her screwdriver.

She sighed at last as she stood up, saying: "You know, it's funny, I keep wishing the Doctor was here. That's never really happened before. Lily, well… that's a different story. Her, I always liked."

"Fat lot of good that did her." Lux answered bitterly, and River glared at him.

He turned away while Anita pointed out: "The Doctor is here, isn't he? He is coming back, right?" She added worriedly.

River shook her head as she fell in deep thought, murmuring: "You know when you see a photograph of someone you know, but it's from years before you knew them. and it's like they're not quite finished. They're not done yet."

Anita and Lux blinked, but River continued, not noticing them as she stared into empty space as she continued almost longingly: "Well, yes, the Doctor's here. Lily will be, too, I'm sure of it. The Doctor'll save her..."

River trailed off before sighed, saying sadly: "They came when I called, just like they always do. But not my Lily, and not my Doctor."

"What do you mean, 'my Doctor'?" Anita asked slowly, and River smiled as she turned to face the other woman.

"Oh." She chuckled. "You see, my Doctor, I've seen whole armies turn and run he'd just swagger off back to his Tardis, his Lily beside him, and open the doors with a snap of his fingers just to make her smile. The Doctor and his Lily, in the Tardis. Next stop, everywhere."

"Spoilers."

River looked up in surprise to see the Doctor standing on the upper floor balcony, his brows raised as he looked down at her.

"Nobody can open a Tardis by snapping their fingers." The Doctor added as he made his way down towards the group. "It doesn't work like that."

"It does for the Doctor." River retorted, and the Doctor countered: "I am the Doctor."

"Yeah." River muttered as she turned away. "Some day."

He ignored her as he walked over to Anita, asking kindly: "How are you doing?"

River meanwhile had noticed the absence of another, and she asked in surprise: "Where's Other Dave?"

"Not coming." The Doctor replied shortly. "Sorry."

River caught his pained tone and quickly let the topic go, while Anita questioned: "Well, if they've taken him, why haven't they gotten me yet?"

"I don't know." The Doctor admitted as he glanced down at Anita's two shadows. "Maybe tinting your visor's making a difference."

"It's making a difference all right."Anita said bitterly. "No one's ever going to see my face again."

The Doctor's gaze softened a little and he asked Anita kindly: "Can I get you anything?"

"An old age would be nice." Anita answered, joking half-heartedly. "Anything you can do?"

"I'm all over it." The Doctor promised, and Anita hesitated.

"Doctor." She said seriously. "When we first met you, you didn't trust Professor Song. And then she whispered a word in your ear, and you did. My life so far. I could do with a word like that. What did she say?"

He just stared at her pensively, and Anita chuckled as she said with forced cheer: "Give a dead girl a break. Your secrets are safe with me."

The Doctor blinked.

"Safe." He murmured, and Anita asked, puzzled: "What?"

"Safe." The Doctor repeated, thinking quickly. "You don't say 'saved'. Nobody says 'saved'. You say 'safe'. The data fragment!" He whirled on Lux. "What did it say?"

"Four thousand and twenty two people saved." The man answered, startled. "No survivors."

"Doctor?" River questioned, but he wasn't listening to her as he said: "Nobody says 'saved'. Nutters say 'saved'. You say 'safe'. You see, it didn't mean safe. It meant, it literally meant, saved!"

* * *

Lily P.O.V.

"You can't answer it, can you?" Lily pointed out as she stared at the man who looked exactly like her Doctor, because he was supposed to. She suspected the main computer, or Dr. Moon, or whoever had 'saved' her had chosen the Doctor's image specifically to please her. Why, she had yet to figure out, but she wasn't going to be fooled again.

"Lily..." John began, but she continued sharply: "You can't answer it, because there's only one person who can. And you aren't him!"

John's image flickered before it disappeared and Lily's hands curled even as her heart sank. She stared down at her hand, which had touched John's chest, and she slowly uncurled it as she stared down mournfully.

"'Saved', not 'safe'." She whispered as she clasped her hands together.

* * *

Doctor P.O.V.

The Doctor was in front of another terminal, digging through the Library Archive Files, and he explained as he worked: "See, there it is, right there. A hundred years ago, massive power surge. All the teleports going at once. Soon as the Vashta Nerada hit their hatching cycle, they attack. Someone hits the alarm. The computer tries to teleport everyone out."

"It tried to teleport four thousand twenty two people?" River repeated incredulously, and the Doctor corrected: "It succeeded. Pulled them all out, but then what? Nowhere to send them. Nowhere safe in the whole library. Vashta Nerada growing in every shadow. Four thousand and twenty two people all beamed up and nowhere to go. They're stuck in the system, waiting to be sent, like emails. So what's a computer to do? What does a computer always do?"

River's mouth fell open in an 'o' as she understood.

"It saved them." She realized, and the Doctor nodded.

He turned, dashing over to a long polished table, pulling a marker from his jacket pocket and he began to draw as he explained: "The library. A whole world of books, and right at the core, the biggest hard drive in history. The index to everything ever written, backup copies of every single book. The computer saved four thousand and twenty two people the only way a computer can. It saved them to the hard drive."

At that moment, an alarm began ringing throughout the Library, and Lux asked in alarm: "What is it? What's wrong?"

"Autodestruct enabled in twenty minutes." A computer called as the group turned to look around wildly, Lux and Anita panicking while River's eyes went wide and the Doctor's face filled with grim determination.

* * *

Lily P.O.V.

Lily shrieked with fright as lightning struck outside the windows, and she stared with wide eyes as she watched the sky turn red while thunder rolled overhead. Another flash of lightning hit right outside, but it, too, was red and Lily knew something was going very wrong.

"Doctor!" She cried.

* * *

Doctor P.O.V.

"What's maximum erasure?" River demanded as they stared at the terminal screen, and the Doctor muttered: "In twenty minutes, this planet's going to crack like an egg."

"No." Lux argued. "No, it's all right. The Doctor Moon will stop it. It's programmed to protect Cal."

As the words left his mouth, the terminal shut down, and the Doctor shouted as he hit it desperately: "No, no, no, no, no, no, no!"

"All library systems are permanently offline." An intercom called throughout the Library. "Sorry for any inconvenience. Shortly-"

" We need to stop this." Lux said frantically. "We've got to save Cal."

The Doctor frowned, noting the man's strange anxiety over that word. He fixed a sharp eye on the other man as he demanded: "What is it? What is Cal?"

Lux hesitated, swallowing, before he finally blurted: "We need to get to the main computer. I'll show you."

"It's at the core of the planet." The Doctor pointed out with a raised brow, but River answered lightly: "Well, then. Let's go."

She pointed her sonic at the Library logo on the middle of the floor, causing it to slide open and reveal a pulsing light.

"Gravity platform." River muttered while the Doctor glanced at her with no sign of hostility, for the first time since they'd met.

"I bet I like you." The Doctor commented as he walked over, and River chuckled: "Oh, you do. Too bad I like Lily more."

The Doctor snorted, shaking his head as he stepped onto the platform. River, and Lux and Anita after her, joined him just as it began to descend. They flew through the light as it took them down to the centre of the planet.

"Autodestruct in fifteen minutes." The computer called as the platform landed at its destination, and they hurried towards a sparking red globe in the centre of the room.

"The data core." The Doctor murmured. "Over four thousand living minds trapped inside it."

His hearts clenched as he thought of Lily, who had to be inside it too. It seemed River was thinking the same thing as she said a little tightly: "Yeah, well, they won't be living much longer. We're running out of time."

The Doctor turned, running off down a different passage and the rest of the group quickly followed him as he darted down various hallways. He soon found what he was looking for, and he quickly began to type at the access terminal just as the others caught up to him.

"Help me. Please, help me." A girl's voice whispered around them and the others looked up, startled.

"What's that?" Anita asked in fear, while River demanded in a horrified tone: "Was that a child?"

"The computer's in sleep mode." The Doctor muttered, before he began to type at the keyboard furiously.

 **"** I can't wake it up." He muttered. "I'm trying."

River was reading the screen, and she said slowly: "Doctor, these readings…"

"I know." The Doctor murmured. "You'd think it was dreaming."

"It is dreaming," Lux explained quietly, "of a normal life, and a lovely Dad, and of every book ever written."

"Computers don't dream." Anita protested, but Lux just silently pulled open a cabinet of breaker levers as the girl called again: "Help me. Please help me."

"No," Lux agreed with Anita, "but little girls do."

He pulled a breaker and a door opened behind them. Lux ran in ahead and they followed, before coming to a screeching stop as they stared. A Node stood in the middle of the room, and as they entered, it turned to face them and a little girl pleaded: "Please help me. Please help me."

"Oh, my God." River gasped, and Anita murmured: "It's the little girl. The girl we saw in the computer."

"She's not in the computer." Lux explained quietly. "In a way, she is the computer. The main command node. This is Cal."

"Cal is a child?" The Doctor asked with a horrified expression as he stared at the Node before turning on Lux angrily. "A child hooked up to a mainframe? Why didn't you tell me this? I needed to know this!" He thundered.

"Because she's family!" Lux exploded back. The Doctor blinked, taken aback as Lux took a deep breath before saying in a quiet voice: "Cal. Charlotte Abigail Lux. My grandfather's youngest daughter."

The group could only stare mutely as Lux explained brokenly: "She was dying, so he built her a library and put her living mind inside, with a moon to watch over her, and all of human history to pass the time. Any era to live in, any book to read. She loved books more than anything, and he gave her them all. He asked only that she be left in peace. A secret, not a freak show."

"So you weren't protecting a patent," the Doctor murmured in realization, "you were protecting her."

"This is only half a life, of course." Lux whispered sadly. "But it's forever."

"And then the shadows came." The Doctor murmured darkly, and the girl said desperately: "The shadows. I have to. I have to save. Have to save."

"And she saved them." The Doctor said softly as he looked at Cal. "She saved everyone in the library. Folded them into her dreams and kept them safe."

"Then why didn't she tell us?" Anita asked in a whisper, and the Doctor explained gently, still staring at the little girl's face: "Because she's forgotten. She's got over four thousand living minds chatting away inside her head. It must be like being, well," he shrugged, "me."

"So what do we do?" River asked, and the computer called ominously: "Autodestruct in ten minutes."


	110. 38-3 Sacrifice

"Easy!" The Doctor replied, before he raced back to the access terminal. "We beam all the people out of the data core. The computer will reset and stop the countdown. Difficult. Charlotte doesn't have enough memory space left to make the transfer."

River frowned as she followed him, listening with a puzzled expression, but before she could ask he explained: "Easy! I'll hook myself up to the computer. She can borrow my memory space."

"Difficult." River countered. "It'll kill you stone dead."

"Yeah, it's easy to criticise." The Doctor muttered, and River snapped, forcing him to be serious: "It'll burn out both your hearts and don't think you'll regenerate."

"I'll try my hardest not to die." The Doctor answered lightly. "Honestly, it's my main thing."

"Doctor!" River scolded, but he ignored her as he shouted: "I'm right, this works. Shut up. Now listen. You and Luxy boy, back up to the main library. Prime any data cells you can find for maximum download, and before you say anything else, Professor," he turned back to River, "can I just mention in passing as you're here: shut up."

He mimed the action before he ran off, and River snarled after him: "Oh! I hate you sometimes."

"I know!" He shouted back and River ground her teeth before relenting.

"Mr. Lux, with me." She ordered. "Anita, if he dies, Lily will kill me and then I'll kill him!"

She ran out with Lux as the Doctor almost rolled his eyes, and Anita turned to the Doctor as he worked at the terminal.

"What about the Vashta Nerada?" Anita asked worriedly, and the Doctor replied: "These are their forests. I'm going to seal Charlotte inside her little world, take everybody else away. The shadows can swarm to their hearts' content."

"So you think they're just going to let us go?" Anita asked, and the Doctor replied shortly: "Best offer they're going to get."

"You're going to make 'em an offer?" Anita asked, and the Doctor answered darkly: "They'd better take it, because right now, I'm finding it very hard to make any kind of offer at all."

He turned to Anita at last as he snarled, trying to keep his temper in check: "You know what? I really liked Anita."

He walked up to the spacesuit as he continued with barely contained rage: "She was brave, even when she was crying. And she never gave in. And you ate her."

He pointed his sonic at her visor, clearing the darkness and revealing the skeleton inside, the only remains of the once brave woman.

"But I'm going to let that pass," the Doctor continued and it was clear from his tone that there was no negotiation up for discussion, "just as long as you let them pass."

"How long have you known?" The Vashta Nerada asked, and the Doctor answered flatly: "I counted the shadows. You only have one now."

He glanced at the blinking green light, and he warned: "She's nearly gone. Be kind."

"These are our forests." The Vashta Nerada replied. "We are not kind."

"I'm giving you back your forests, but you are giving me them." The Doctor ordered. "You are letting them go."

"These are our forests." The Vashta Nerada repeated. "They are our meat."

Shadows began to creep out from Anita's feet, spreading out towards the Doctor.

"Don't play games with me." The Doctor snarled. "You just killed someone I liked, and you are the reason my Lily is missing from my side. That is not a safe place to stand. I'm the Doctor, and you're in the biggest library in the universe. Look me up."

The shadows paused in their advance, before they began to withdraw almost reluctantly… but also fearfully. The Doctor just watched impassively as the Vashta Nerada hissed before they left: "You have one day."

The spacesuit collapsed, released from the Vashta Nerada's hold, just as River came running back.

"Oh, Anita." River gasped, and she bent over the dead body in sorrow.

"I'm sorry." The Doctor muttered as he turned back to work at the terminal. "She's been dead a while now. I told you to go!" He added sharply.

"Lux can manage without me," River replied shortly, "but you can't."

He frowned, making to turn, but he never made it. River punched him hard in the head, knocking him out completely and the Doctor was out like a light before he even reached the floor.

* * *

The Doctor slowly opened his eyes, his head pounding, and he slowly focused in on the white blob moving about on the far side of the room as the computer called: "Autodestruct in two minutes."

The Doctor shot up as he remembered what had happened, and he cried in alarm as he watched River twisting wires around a makeshift seat: "Oh, no, no, no, no. Come on, what are you doing? That's my job."

"Oh, and I'm not allowed to have a career, I suppose?" River said dryly, and the Doctor made to jump up to stop her… before being pulled back down unceremoniously by his wrist.

He glanced back, bewildered, before he demanded: "Why am I handcuffed? Why do you even have handcuffs?"

"Spoilers." River answered with a teasing smile, and the Doctor snapped at her: "This is not a joke. Stop this now. This is going to kill you! I'd have a chance, you don't have any!"

"You wouldn't have a chance, and neither do I." River answered sharply and the Doctor blinked in shock.

She took the moment he was distracted to finish setting up, strapping herself into the chair as she called grimly: "I'm timing it for the end of the countdown. There'll be a blip in the command flow. That way it should improve our chances of a clean download."

"River, please." The Doctor begged as he tugged at his arm uselessly. "No."

"Funny thing is," River said with a brave attempt at a smile in his direction, "this means you've always known how I was going to die. All the time we've been together, you knew I was coming here."

The Doctor watched helplessly as she swallowed, fighting tears before she breathed: "The last time I saw you, the real you, the future you, I mean," she corrected, "you turned up with Lily on my doorstep, you with a new haircut and a suit, and Lily in a beautiful Tardis-blue dress."

His face contorted in agony as she went on, her voice cracking: "You two took me to Darillium to see the Singing Towers. What a night that was. The Towers sang, and you both cried."

"Autodestuct in one minute." The computer called as River choked: "You wouldn't tell me why, and I assumed it was… and, I suppose it was to a certain extent, but it was also because you two knew. You two knew it was time. My time. Time to come to the library. You even gave me your screwdriver. That should have been a clue."

The Doctor spotted the two screwdrivers sitting on River's diary a little ways off in front of him, and he made a lunge for them. But the handcuff pulled him back, the screwdrivers lying just out of his reach.

"There's nothing you can do." River said shakily, and the Doctor begged: "You can let me do this."

"No." River answered defiantly. "If you die here, it'll kill Lily. And it'll mean I never meet the best man that there ever was."

"Time can be rewritten." The Doctor tried, although his argument was weaker now that she'd dragged Lily into it.

River heard it in his voice and she gave him a warm smile as she answered firmly: "Not those times. Not one line. Don't you dare."

His face was filling with despair, so she soothed: "It's okay. It's okay. It's not over for you." She smiled. "You'll see me again. You've got all of that to come. You and me and Lily, and…"

She seemed to pause before she continued thickly: "Time and space. You watch us run."

The Doctor's face contorted and he finally blurted: "River, you know my name."

"Autodestruct in ten-" The computer called, but the Doctor's gaze was solely on River's as he pleaded: "You whispered my name in my ear."

"Nine, eight, seven-"

"There's only one reason I would ever tell anyone my name." The Doctor choked. "There's only one time I could…"

He trailed off, his face a mix of fear and regret. River simply smiled sadly and she murmured: "Hush, now."

"Four, three-"

"Spoilers." She whispered.

"Two, one." The computer called the final countdown and River joined the cables together.

The Doctor was forced to raise his hand to shield his eyes as the whole place was lit up in a blinding white light, and CAL released all the people she had saved.

* * *

Lily P.O.V.

Lily gasped as a white light began to spread around her, the whole house disappearing as it started to close in around her. She looked around before she realized.

"Doctor?" She whispered as she was swallowed by the light.

* * *

Lily reappeared in the Library, blinking rapidly as she looked around in wonder. She spotted the familiar flash of red and she beamed as she hugged the woman who'd reappeared beside her.

"Donna!" Lily cried in relief, and Donna hugged her back although she seemed distracted.

Lily let go, confused, before they were interrupted as Lux hurried over, calling: "You there! You're the Doctor's friend, Lily!"

"Yeah?" Lily answered, confused as to why the man she remembered as annoyingly snooty was looking so anxious as he approached her.

"It's the Doctor and Professor Song and Anita." He explained hurriedly. "They haven't returned from the core."

"What?" Lily asked, her face going white as Donna gaped, and Lux added worriedly: "The Doctor was saying something, when he was going to save everyone… I didn't understand, but Professor Song said he would die with whatever plan he was-"

Lily didn't even stay to hear the end of his sentence as she turned and sprinted away from where Lux had come from. Donna chased after her, calling: "Lily, wait!"

Lily didn't pause, running with all her might as she weaved through the thousands of people who were now milling about, looking confused. She ran down where Lux had been gesturing, heading down a flight of stairs and she quickly spotted the opening in the floor of the large round room at the bottom of the stairs.

She'd just jumped onto the platform when Donna caught up, gasping.

"Bloody hell, woman." Donna gasped, though she didn't say anything more as she took in Lily's completely pale face. The platform began to descend, Lily starting to bite the tip of her fingernail anxiously as they waited to reach the bottom. Donna reached over, hugging her friend sideways in an attempt at comfort, but they both knew there would be none if…

The platform landed and Lily dashed around, looking around wildly for the one person who could help her as Donna followed helplessly.

Her initial reaction when she finally saw him was relief- he was alive. But her next reaction was dread as she saw his distraught expression. His eyes slowly moved from an empty, sizzling chair on the far side of the room towards her as she slowed down in the doorway. He didn't need to say a word- she read it in the pain he made no attempt to hide.

Lily moved over to him, noting the two screwdrivers and the diary sitting just out of the Doctor's reach and she knew without a doubt who had died saving them. She also saw he was chained to a pipe – where the handcuffs had come from she had no idea- and Lily knelt carefully down before him as Donna arrived.

Lily reached over, picking up the Doctor's screwdriver from the pair sitting on the diary as he watched her with mournful eyes while Donna hesitated. They were silent as Lily finally released the Doctor, lowering the sonic as she watched him carefully while he slowly pulled his hand free at last.

"Was she…?" Lily asked quietly and the Doctor shook his head.

"She went quickly." He answered softly and Lily nodded, before she wrapped her arms around the Doctor. He answered her embrace slowly at first before his grip tightened and he buried his face in her hair. He didn't cry – he so rarely did – but Lily could feel his overwhelming sorrow as it almost radiated off of him in tangible waves.

Donna watched quietly as Lily simply held him, turning her head to nestle in the crook of his neck as she let him take the time to mourn the loss of a woman they had barely known, but who had so clearly and painfully known the two of them.

* * *

3rd Person P.O.V.

"Please be patient." A computerized voice called over the intercoms as people bustled about the Library. "Only three can teleport at a time. Do not state your intended destination until you arrive in your designated slot."

The Doctor was leaning back against a bookcase, holding Lily in his arms as she leant back on him. He hadn't let go of her since they'd reunited, nor did she want him to. River's death had been a hard blow for them, but there was no denying that they were grateful to be able to have each other back.

The Doctor lifted his head from the top of hers at last, and Lily looked up to finally spot their familiar redhead as Donna slowly came back to rejoin her friends.

"Any luck?" The Doctor asked, but they both could see it in the woman's dejected air and slumped shoulders.

Lily sighed a little as Donna shook her head, murmuring as she leant back on the bookcase beside the pair: "There wasn't even anyone called Lee in the library that day. I suppose he could have had a different name out here, but, let's be honest," she turned to them sadly, "he wasn't real, was he?"

"Maybe not." Lily admitted quietly, remembering 'John Smith'. The Doctor noted the way she'd spoken, and glanced down at her. He mentally made the note to ask her about it later- he was sure she wanted to ask about River anyway.

Donna sighed, murmuring mournfully: "I made up the perfect man. Gorgeous," Lily's lips twitched into a small smile, "adores me, and hardly able to speak a word."

She smiled as the Doctor gave a weak chuckle and Lily gave her friend a kind smile as Donna paused.

"What's that say about me?" Donna wondered, and the Doctor answered without missing a beat: "Everything."

Donna turned to stare at him as Lily sighed, and the Doctor quickly corrected: "Sorry, did I say 'everything'? I meant to say 'nothing'. I was aiming for 'nothing'. I accidentally said 'everything'."

Lily nudged him, making him shut up quickly as Donna rolled her eyes. The trio stood in silence for a moment as a woman by the teleports called: "Stand right in the middle of the teleport, please. Keep your hands and feet inside at all times."

"What about you?" Donna asked at last, not looking at her friends just yet.

"And remember to switch off your mobile comm. unit." The woman was saying as Donna turned to the Doctor and Lily.

"Are you two all right?" Donna asked.

Lily's smile faded while the Doctor scoffed as he pulled Lily a little closer: "I'm always all right."

Lily glanced at him while Donna watched them with sad eyes.

"Is 'all right' special Time Lord code for 'really not all right at all'?" Donna asked quietly, and the Doctor asked as he glanced at her from the corner of his eye: "Why?"

"Because I'm all right, too." Donna answered quietly.

Both the Doctor and Lily's eyes softened and Lily moved from the Doctor's arms to wrap her arm around Donna. Donna let her friend hug her in comfort, while the Doctor watched before he held out his hand to the two women.

"Come on." He said gently, and the trio walked away, Lily and Donna with an arm around each other while Lily held the Doctor's hand with her free hand. They headed out of the room, missing the way a man glanced over before his eyes widened.

"D,d,d,d" He stuttered as he tried to reach after the disappearing redhead, but he was teleported away before he could finish.

Meanwhile, the Doctor placed River's diary on the balcony rail where they had first looked out over the planet. Lily stood beside him, his arm back around her as he gently brushed his free hand over the diary's worn, blue cover. Donna watched his pensive face as he stared down at the diary before she finally spoke what had been bothering her since the first time they'd met River.

"Your friend," Donna began and both the Doctor and Lily glanced over, "Professor Song. She knew you in the future, but she didn't know me."

Lily's face fell while the Doctor tensed just slightly. Donna continued to watch the Doctor, asking: "What happens to me? Because when she heard my name, the way she looked at me-"

"Donna." The Doctor cut her off. Donna went quiet, waiting and the Doctor nodded at the blue book sitting before him and Lily. "This is her diary. My future. I could look you up."

Lily's brow raised a little as she glanced up at him. If there was one thing the Doctor hated, it was knowing the ending to something. He just kept his attention focused on Donna as he asked: "What do you think? Shall we peek at the end?"

Donna glanced at the diary thoughtfully, feeling the temptation, but she sighed.

"Spoilers, right?" Donna said a little wryly as she looked back at her friends.

Lily gave her a small smile as she nodded, while the Doctor murmured: "Right."

He slowly removed River's sonic from his pocket, placing it gently on the diary before he held out his hand to Lily. She took it, stepping out from his arm wrapped around her waist as he turned. Lily reached out to Donna, the redhead taking Lily's hand as the Doctor murmured to the two: "Come on. The next chapter's this way."

The trio walked off, heading back up the stairs and back to the building where the Tardis was waiting for them.

' _When you run with the Doctor_ ,' River said, ' _it feels like it will never end. But however hard you try, you can't run forever. Everybody knows that everybody dies, and nobody knows it like the Doctor. But I do think that all the skies of all the worlds might just turn dark, if he ever, for one moment, accepts it_."

The Doctor ran back down, picking up River's screwdriver as Lily followed him swiftly.

"Why?" He muttered. "Why would I give her my screwdriver? Why would I do that?"

"You said that she said that you knew how she would die." Lily pointed out as she stopped beside him. "You had all that time to think of a way to save her, and knowing you, it would've plagued you until you found an answer."

"And yet, what I did in the future was give her a screwdriver." The Doctor muttered. "Why would I do that?"

The realization hit them both at the same time, and Lily leant in closer with wide eyes as the Doctor pulled open the screwdriver to see the neural relay inside, which still had two green lights blinking on it.

"Oh! Oh! Oh, look at that." The Doctor breathed. "I'm very good!"

"Oh, you're brilliant!" Lily gasped, while Donna demanded as she finally caught up with the other two: "What have you done?"

"Saved her!" The pair shouted as they ran back inside, and Donna groaned, giving up on chasing them as she shook her head with a fond smile.

The Doctor and Lily raced through the bookcases, heading back for the platform that would take them down to the core.

"Doctor!" Lily cried as the light blinked and one of the lights went dead.

"Come on!" The Doctor muttered as he pushed himself faster and Lily chased after him. "Stay with us! You can do it, stay with us! Come on, you and me and Lily, one last run!"

They burst into the round room, and the Doctor tossed River's screwdriver to Lily, who caught it in a well-practiced move while the Doctor pulled out his own screwdriver, muttering: "Sorry, River, shortcut!"

He pointed his screwdriver at the platform, and a computer called: "Platform disabled."

The Doctor and Lily grinned as they jumped in, Lily clasping onto the Doctor's hand as he used his sonic to lead them down quickly but safely. The last light was blinking now, but they were so close…

' _Everybody knows that everybody dies_.' River murmured. ' _But not every day.'_

"Doctor!" Lily called as she tossed him the screwdriver the second they landed. He caught it as he raced ahead of her on his longer legs, plunging the screwdriver, neural relay and all, into the now light-blue core… as the last light on the relay blinked green.

"Yes!" He crowed as Lily laughed she caught up to him and he turned to plant a kiss on her, which Lily returned enthusiastically.

' _Not today_.' River whispered. ' _Not when the Doctor and his Lily have a say in the matter._ '

* * *

River P.O.V.

River blinked as she stared around in confusion. She was wearing a long, white robe, and appeared to be standing in a field of some sort. She could see a hospital of some kind in the far distance, and she blinked in confusion as she glanced down at her hands, puzzled.

"It's okay, you're safe."

River looked up in surprise to see Charlotte beaming at her as she spoke, Dr. Moon walking beside her with a small smile on his face.

"You'll always be safe here." Charlotte promised. "The Doctor fixed the data core. This is a good place now. But I was worried you might be lonely, so I brought you some friends. Aren't I a clever girl?"

Dr. Moon chuckled, placing a secure hand on the girl's shoulder while River's eyes widened as she saw her old crew walking up towards her.

"Aren't we all?" Miss Evangelista asked as she, Anita, Proper Dave, and Other Dave walked over.

"Oh, for heaven's sake." River sighed although she was smiling widely. "They just can't do it, can they? That man, that impossible man- he just can't give in. He loves to show off to his Lily too much, and she's too indulgent to stop him."

The group just laughed, and River couldn't help it. She started to laugh loudly with them, hugging them all. Her smile widened even further as she saw a figure approaching them from the distance, Charlotte giggling as River glanced at the little girl in amusement and surprise.

' _Some days are special. Some days are so, so blessed. Some days, nobody dies at all_.'

* * *

The Doctor and Lily walked back casually to where they'd left the Tardis, when the Doctor paused. Lily glanced at him, before her brows rose as she saw him eyeing the Tardis pensively. His gaze flitted down to his fingers and then back at the Tardis, and Lily wondered what he was doing.

Her eyes widened as he slowly lifted his hand and snapped his fingers… And the Tardis door swung open, revealing Donna waiting inside. Lily gaped while a small smile appeared on the Doctor's face and he glanced at Lily. She was staring between the Tardis and him, before her face broke into a delighted smile and the Doctor chuckled.

' _Now and then, every once in a very long while, every day in a million days, when the wind stands fair, and the Doctor and his Lily come to call…_ '

The pair walked inside, and the Doctor snapped his fingers once more. And the Tardis doors shut behind him, ready to take them away once more.

* * *

River P.O.V.

River closed her old, tattered diary as she finished contently: "…Everybody lives."

She smiled as she looked around the bedroom, leaning over to kiss Charlotte goodnight and watching the twins Ella and DW, and the youngest boy Joshua sleep on the other side of the room. River sighed, leaning back contently against a brown-haired man as he sat with his arm around her waist. The spitting image of her husband.

"Sweet dreams, everyone." River murmured.

*A/N Dum dum dum~


	111. 39-1 Midnight

The Doctor waited impatiently as the phone continued to ring and Lily chuckled at him.

"She's going to say no. Again." Lily pointed out amusedly, and the Doctor pouted.

"But why?" He whined. "I just don't understand it. Oh, hang on."

Donna finally answered the phone, and Lily snorted as Donna immediately began with a flat: "I said, no."

The Doctor's pout became more pronounced as he urged: "Sapphire waterfall. It's a waterfall made of sapphires. This enormous jewel, the size of a glacier reaches the Cliffs of Oblivion, and then shatters into sapphires at the edge. They fall a hundred thousand feet into a crystal ravine."

"That may work with Lily, but it won't work with me." Donna answered dryly.

Lily laughed while the Doctor whined: "Oh, come on."

He glanced over his shoulder from where he and Lily stood by a public pay phone, checking the status of the space shuttle behind them.

"They're boarding now." He begged. "Four hours, that's all it takes."

"No," Donna corrected while Lily muffled another laugh, "that's four hours there and four hours back. That's like a school trip. I'd rather go sunbathing."

"You be careful," the Doctor warned, "that's Xtonic sunlight."

"Oh, I'm safe." Donna scoffed, not falling for his trick. "It says in the brochure this glass is fifteen feet thick."

The Doctor pouted again, before he rolled his eyes as Donna finished adamantly: "And I'm not going to third-wheel on another of your dates with Lily. God, that stardust pool wasn't worth it at all."

"Sorry, Donna." Lily called apologetically into the phone.

The trip had been amazing initially, with the two women ecstatic at the thought of swimming in the glittering pool. Unfortunately for Donna, the Doctor had been more absorbed in the sight of Lily in a bathing suit and had spent the majority of the trip flirting and stealing kisses from the brunette girl.

While Lily had enjoyed it immensely, Donna had been less than amused. Particularly after she'd failed to woo any of the other handsome men at the pool.

"All right, I give up." The Doctor sighed now. "We'll be back for dinner, and then we can all try that anti-gravity restaurant. With bibs."

Lily laughed again as Donna agreed: "Food I can do. See you two later, and be safe."

"Oh, you know me." The Doctor scoffed, and Donna said slyly: "No, I mean: _be safe._ "

The Doctor frowned before spluttering as Donna teased: "I'm too young to be an aunt. Don't do anything I wouldn't do."

"You mean, what you _would_ do?" Lily joked back while the Doctor wrinkled his nose.

"Oh, go on, off with you two." Donna laughed.

"Yes, mum." Lily teased, smiling at the Doctor who returned it with a grin.

"But seriously," Donna said worriedly, "be careful, all right?"

"Nah." The Doctor scoffed. "Taking a big space truck with a bunch of strangers across a diamond planet called Midnight? What could possibly go wrong?"

He hung up, taking Lily's hand as he did, and the pair strolled leisurely to the space shuttle, ready to enjoy their date.

* * *

The couple sat down in two of the seats in the passenger compartment of the shuttle, and Lily looked around curiously as the other passengers also boarded and found their seats.

"It looks like a modern airplane on the inside." She whispered to the Doctor, who nodded.

"Humans." He scoffed, but with a fond smile. "You're always about improving and stretching boundaries, but still have a soft spot for the traditional and the familiar."

"Don't you?" Lily teased and he winked at her.

At that moment, the shuttle host came up, rolling a cart of complimentary items just like in airplanes.

Lily glanced at the brunette man as he explained while handing them a small packet each: "That's the headphones for channels one to thirty six. Modem link for 3D vidgames."

The Doctor took both packets, handing one to Lily as the couple smiled and nodded at the host.

But Lily blinked as the host continued, handing out each item: "Complimentary earplugs. Complimentary slippers. Complimentary juice pack and complimentary peanuts."

Lily stared at all the products, while the host finished: "I must warn you, some products may contain nuts."

"That'll be the peanuts." The Doctor deadpanned.

Lily snorted, and she was surprised to see that the host also seemed to be suppressing a smile as he said in a professional tone: "Enjoy your trip."

"Oh, I can't wait." The Doctor grinned. "Allons-y."

The host glanced back, asking in surprise: "I'm sorry?"

"It's French." The Doctor explained sheepishly. "For 'let's go'."

"Yes, I know." The host replied, making the Doctor raise a brow in surprise. "I didn't know people still knew that term though."

"Hm, I didn't know there were others still around either." The Doctor said slowly, examining the young man before him for a moment before smiling. "Pleasure to meet you."

"Likewise." The host replied, and Lily raised a brow as she saw a gleam of what appeared to be humour in the man's eyes. Almost as though he was enjoying some personal joke.

The host moved on, walking to the pair behind the Doctor and Lily as Lily glanced at the Doctor. He shrugged, before grinning and kissing Lily's cheek and she swatted him away with a smile as the host said to the other pair; "Headphones for channels one to thirty six."

"Oh no, thank you, not for us." The man replied curtly, and the woman added: "Earplugs, please."

"Here you go." The host answered as he handed over the packet to the woman before moving on.

"They call it," the man explained to the woman as they sat down, "the Sapphire Waterfall, but it's no such thing."

Both the Doctor and Lily glanced back curiously, listening in unnoticed as the man continued: "Sapphire's an aluminium oxide, but the glacier is just compound silica with iron pigmentation."

The Doctor raised a brow as the man continued rambling, before wiggling them at Lily and making her suppress a laugh.

The man looked up at that moment as he adjusted his seatbelt, and noticing the Doctor and Lily, he introduced, extending a hand in greeting: "Hobbes. Professor Winfold Hobbes."

"I'm the Doctor." The Doctor smiled as he shook Hobbes's hand. "Hello."

"Lily Tyler." Lily introduced, also shaking Hobbes's hand.

"It's my fourteenth time." Hobbes explained to them, and the Doctor's eyes widened in surprise as he answered: "Oh. Our first."

"And I'm Dee Dee," the woman introduced, "Dee Dee Blasco."

The Doctor smiled as he shook Dee Dee's hand, and Lily nodded in greeting while Hobbes frowned.

"Don't bother the man." He scolded Dee Dee quietly, and Lily raised a brow as Dee Dee shot Hobbes a sheepish look.

"Where's my water bottle?" Hobbes added as he and Dee Dee settled back into their seats, and Dee Dee dug around quickly in her bag while the Doctor raised a brow and he and Lily shared a look.

They grinned at each other before glancing around the shuttle once more curiously, taking note of their fellow passengers as the seats slowly filled up. Across the aisle from them sat a prim-looking woman, while near the back sat a middle-aged couple and their moody teenage son in the seat across the aisle.

The mother was calling to her son impatiently: "Don't be silly. Come and sit with us. Look, we get slippers."

"Jethro." The man added impatiently. "Do what your mother says."

"I'm sitting here." The boy snapped irritably, and the father said sarcastically: "Oh, he's ashamed of us, but he doesn't mind us paying, does he?"

The boy scowled at his father while the mother sighed: "Oh, don't you two start. Should I save the juice pack or have it now? Look, peach and clementine."

Lily and the Doctor met eyes and quickly turned away from each other, both stifling laughs. The Doctor wrapped an arm around Lily casually, leaning against her and she shook her head at his behaviour as the host returned, calling: "Ladies and gentlemen, and variations thereupon, welcome on board the Crusader Fifty."

He came up to the front of the cabin, standing before the group as he said firmly: "If you would fasten your seatbelts, we'll be leaving any moment. Doors."

The doors closed automatically as Lily watched with interest, and the host called: "Shields down."

The window shields came down, dimming the room, and the host told the group politely: "I'm afraid the view is shielded until we reach the Waterfall Palace. Also, a reminder. Midnight has no air, so please don't touch the exterior door seals."

The Doctor grinned at Lily excitedly, and she smiled at him while the host gestured to the back as he explained: "Fire exit at the rear, and should we need to use it, you first."

He smiled, and Lily snorted while the Doctor raised a brow.

"Now I will hand you over to Driver Joe." The host finished, and the screen at the front of the cabin changed as a voice greeted: "Driver Joe at the wheel."

Lily examined the screen with interest while the Doctor pulled on his glasses as Driver Joe continued: "There's been a diamondfall at the Winter Witch Canyon, so we'll be taking a slight detour, as you'll see on the map."

The screen showed them the map, with an orange dot signifying their current position. It moved to show their plotted course as Driver Joe continued: "The journey covers five hundred kliks to the Multifaceted Coast. Duration is estimated at four hours. Thank you for travelling with us, and as they used to say in the olden days, wagons roll."

The shuttle shook a little as they took off, and the host explained calmly: "For your entertainment, we have the Music Channel playing retrovids of Earth classics."

He clicked a remote, and screens dropped down from the ceiling. Lily snorted as she saw very old footages, while the host continued: "Also, the latest artistic installation from Ludovico Klein."

He clicked his remote again, brining up a holograph of some sort, before he finished a tad sarcastically: "Plus, for the youngsters, a rare treat. The Animation Archives."

A projection of Betty Boop popped up on the front of the cabin, and Lily smiled while the host finished: "Four hours of fun time. Enjoy."

Lily frowned as the host left them, leaving all three different versions of entertainment on.

"So that's why he handed out the earplugs." She sighed, as the sounds from all three programs clashed together unappealingly.

"Yes, it's very distracting isn't it?" The Doctor winced.

"Do something?" Lily asked, giving him her puppy dog eyes.

He grinned and pulled out his sonic discreetly, turning off all the 'entertainment' projections. Lily grinned in relief while the others looked up in surprise.

"Well, that's a mercy." Hobbes sighed in relief, grinning up at the sudden silence.

"I do apologise, ladies and gentlemen," the host called as he walked back into the room, "and variations thereupon. We seem to had a failure of the Entertainment System."

"Oh." The Doctor pretended to sigh in disappointment.

But Lily was surprised as the host glanced at him, an amused glint in his eyes… as though he knew the Doctor had been the one behind the sudden failure. But that was impossible… wasn't it?

"But what do we do?" The mother of the teenage boy called, and the father added in disbelief: "We've got four hours of this? Four hours of just sitting here?"

"Tell you what." The Doctor began as he turned to face the cabin. "We'll have to talk to each other instead."

Everyone stared at him like he was bonkers, and Lily suppressed another smile.

She glanced at the host, who was hiding a smile as well. But when his eyes met Lily's, he cracked and his lips tugged up into a grin as he gave her a wink. Lily was surprised by his action and hesitated, but if anything that seemed to amuse him more. Lily gave a slow, tentative smile back and the host grinned at her before he walked away.

* * *

98 kliks later, everyone had changed their opinion and started conversing. Well, almost everyone. The teenage boy was still sitting moodily in his corner while the prim woman from before sat reading in her seat, studiously ignoring everyone else.

The rest though were currently laughing as Val, the mother of the sulky teen, continued her story: "So Biff said, 'I'm going swimming'."

"Oh, I was all ready." Biff chimed in, chortling. "Trunks and everything. Nose plug."

"He had this little nose plug." Val laughed, bordering on hysterical just from the memory. "You should have seen him."

The Doctor grinned from where he and Lily had moved to sit before Val and Biff, and Lily leant against him as she laughed while Biff continued: "And I went marching up to the lifeguard. And he was a Shamboni. You know, those big foreheads?"

He motioned to his own forehead as the Doctor nodded to show he knew what they were talking about.

"Great big forehead." Val giggled, and the others all laughed as well as Biff continued: "And I said, 'where's the pool'? And he said-"

"The pool is abstract." The couple finished together, laughing hysterically, while their son Jethro rolled his eyes, clearly having heard this story too many times and bored out of his mind.

But everyone else was laughing with the pair hysterically as Val cackled: "It wasn't a real pool."

"It was a concept." Biff added laughing, and the Doctor chuckled: "And you were wearing a nose plug."

"I was like this." Biff plugged his nose as he mimed himself, asking in a funny voice: "'Ooo, where's the pool?"

Lily cracked up hysterically, collapsing against the Doctor as they all laughed.

* * *

150 kliks later, the Doctor and Lily had moved to get drinks only to find Dee Dee in the gallery as well, getting drinks for herself and Professor Hobbes. They started chatting, and Lily listened with great interest as Dee Dee explained: "I'm just a second-year student, but I wrote a paper on the Lost Moon of Poosh, Professor Hobbes read it, liked it, took me on as researcher, just for the holidays."

The Doctor and Lily nodded in understanding, but Lily raised her brows as Dee Dee added: "Well, I say researcher. Most of the time he's got me fetching and carrying."

She gestured at her drink, as she finished with a shrug: "But it's all good experience."

Lily nodded thoughtfully, before glancing over as the Doctor asked curiously: "And did they ever find it?"

Lily snorted while Dee Dee asked in confusion: "Find what?"

"The Lost Moon of Poosh." Lily explained, and Dee Dee laughed.

"Oh, no." She chuckled. "Not yet."

"Well." The Doctor shrugged. "Maybe that'll be your great discovery, one day. Here's to Poosh."

He toasted his cup and the two women exchanged amused looks as they joined in: "Poosh."

* * *

209 kliks later, the Doctor sat chatting with the prim woman from before, Sky, as they unwrapped their lunches. Lily was chatting with the host, whom she'd learnt was called Rickey, and listening with great interest as he told her about some of the many places he'd visited.

This job, as he explained, was just temporary as he researched the waterfall, and he was planning on going home again for the first time in a long while when it was done. Lily nodded, asking about his home and listening as he admitted he was more of a traveller at heart.

Home wasn't somewhere he frequented. But his wife, who was also a traveller, would often meet him there and it was a great place to just sit down sometimes before they either went on their separate adventures or went on a joint trip. Lily smiled as she noted the loving look and tone Rickey adopted when speaking about his wife, and at her urging he told her more about some of the adventures he and his wife had gone on.

The Doctor meanwhile was saying to Sky: "No, no, there's also this friend of mine and Lily's, Donna. She stayed behind in the Leisure Palace. You?"

"No, it's just me." Sky replied with a tight smile and the Doctor nodded in understanding.

"Oh, I've done plenty of that, too." He mused. "Travelling on my own. I love it. True, it's better with Lily and I wouldn't give that up for anything but on your own is fun too. Do what you want, go anywhere."

"Well, I'm still getting used to it." Sky sighed. "I've found myself single rather recently, not by choice."

The Doctor looked at her sympathetically as he asked: "What happened?"

"Oh, the usual." Sky answered. "'She needed her own space', as they say."

The Doctor nodded while Sky added with a scoff: "A different galaxy, in fact. I reckon that's enough space, don't you?"

"Yeah." The Doctor sighed, before he added: "I had a friend who went to a different universe."

Sky smiled as the Doctor grinned at her, before they turned back to their food.

"Oh, what's this?" Sky wondered as she peered at the food. "Chicken or beef?"

"I think it's both." The Doctor commented as he examined a chunk.

* * *

251 kliks later, Professor Hobbes stood before them all, giving them a lecture as he pointed to charts projected onto a screen at the front of the cabin. Even Jethro was looking interested at this point as they listened attentively while Hobbes said enthusiastically: "So, this is Midnight, do you see, bombarded by the sun."

He gestured at the diagram on the projection as he explained: "Xtonic rays, raw galvanic radiation. Dee Dee, next slide."

Dee Dee clicked the projector as Hobbes said excitedly: "It's my pet project. Actually, I'm the first person to research this. Because, you see," he sat down at the front and looked at them all seriously, "the history is fascinating."

Lily raised a brow, her curiosity piqued as Hobbes said mysteriously: "Because there is no history. There's no life in this entire system. There couldn't be."

The Doctor also raised his brows, listening carefully and thoughtfully as Hobbes explained: "Before the Leisure Palace Company moved in, no one had come here in all eternity. No living thing."

There was a brief silence as they pondered that, the other adults looking around in awe while Lily cocked her head thoughtfully.

"But how do you know?" Jethro piped up suddenly. "I mean, if no one can go outside."

"Oh, his imagination." Val sighed. "Here we go."

"He's got a point, though." The Doctor pointed out, Lily nodding in agreement.

"Exactly." Hobbes agreed as well, excited that people were getting it. "We look upon this world through glass, safe inside our metal box. Even the Leisure Palace was lowered down from orbit."

He stood up in his enthusiasm as he finished dramatically: "And here we are now, crossing Midnight, but never touching it."

Of course it was at that moment that the shuttle shook, and with a crunch and a rumble it stopped.

Lily's brows furrowed and the Doctor also looked about in confusion while everyone else looked around wildly, their eyes going wide.

"We've stopped." Val said numbly. "Have we stopped?"

"Are we there?" Biff wondered, but Dee Dee refuted: "We can't be, it's too soon."

"They don't stop." Hobbes said, puzzled. "Crusader vehicles never stop."

Rickey stepped out from the back, a small frown on his face but trying to look professionally neutral as he called: "If you could just return to your seats. It's just a small delay…"

He moved to go to an intercom phone, and Lily's frown deepened. She exchanged looks with the Doctor as the others slowly sank into their seats and Biff suggested shakily: "Maybe just a pit stop."

"There's no pit to stop in." Hobbes replied. "I've been on this expedition fourteen times. They never stop."

"Well, evidently we have stopped," Sky snapped, "so there's no point in denying it."

Jethro chuckled as he said: "We've broken down."

"Thanks, Jethro." Val said flatly, but Jethro continued in a spooky voice: "In the middle of nowhere."

The Doctor rolled his eyes and Lily smacked his arm playfully while Biff ordered his son: "That's enough. Now stop it."

"Ladies and gentlemen." Rickey called as he walked into the room. "We're experiencing a short delay."

He pulled up the projector screen, now turned off, and stood before them once more as he explained: "The driver needs to stabilise the engine feeds."

The Doctor's eyes narrowed at that, clearly disbelieving. But Lily's brows furrowed more when Rickey glanced over at the Doctor and gave him a look… almost as though he knew what the Doctor was thinking.

"It's perfectly routine," Rickey continued in a professional tone even as he looked right into the Doctor's eyes, "so if you could just stay in your seats…"

The Doctor's brows furrowed further and he walked towards the driver's door. Rickey put up no fight, but just in case the Doctor flashed his psychic paper at the other man as he announced: "Engine expert. Two ticks."

Rickey stepped aside, but Lily caught the man rolling his eyes slightly… again as though he'd seen through the Doctor. She frowned as she wondered: ' _Rickey, who are you?_ '

The Doctor meanwhile had stepped into the cockpit, and the two drivers glanced up at him in surprise.

"Sorry." One of them protested, his tone familiar. "If you could return to your seat, sir-"

"Company insurance." The Doctor cut off, flashing his psychic paper again. "Let's see if we can get an early assessment. So, what's the problem, Driver Joe?"

He looked over at the driver whose voice he'd recognized from the earlier flight greeting. Joe looked startled, but explained: "We're stabilising the engine feeds. Won't take long."

"Er, no," the Doctor answered flatly as he stared at the monitors, "because that's the engine feed, that line there," he tapped the line in question, "and it's fine."

He glanced around the cockpit as the drivers glanced at him worriedly while he continued to rattle off: "And it's a micropetrol engine, so stabilising doesn't really make sense, does it? Sorry." He added.

"I'm the Doctor, I'm very clever. So," he gave them serious looks, "what's wrong?"

"We just stopped." The other driver admitted. "Look," he pointed to the monitors, "all systems fine, everything's working, but we're not moving."

The Doctor quickly pulled out his sonic screwdriver, scanning the controls, and he murmured thoughtfully: "Yeah, you're right. No faults. And who are you?"

He looked at the second driver, who glanced up in surprise as he replied: "Claude. I'm the mechanic. Trainee."

"Nice to meet you." The Doctor murmured as he pocketed his sonic again, and Joe continued: "I've sent a distress signal. They should dispatch a rescue truck, top speed."

"How long till they get here?" The Doctor asked, and Joe replied firmly: "About an hour."

"Well," the Doctor said slowly, "since we're waiting, shall we take a look outside?"

The drivers stared at him in shock and the Doctor just met their gazes calmly.

"Just lift the screens a bit?" He suggested, and Joe said in a tone of fear: "It's a hundred percent Xtonic out there. We'd be vaporised."

"Nah." The Doctor scoffed. "Those windows are Finitoglass. They'd give you a couple of minutes. Go on, live a little."

He grinned at Joe, who took a deep breath before saying uncertainly: "Well…"

He raised the front screen reluctantly, and all three men's eyes widened in awe.

"Wow." Claude breathed as they stared at the city made of diamonds, sitting on an entire planet of diamonds before them.

"Oh, that is beautiful." The Doctor murmured as the planet twinkled at them, and Claude whispered: "Look at all those diamonds. Poisoned by the sun. No-one can ever touch them."

"Joe, you said we took a detour?" The Doctor asked, and Joe explained: "Just about forty kliks to the west."

"Is that a recognised path?" The Doctor asked, and Joe answered: "No, it's a new one. The computer worked it out on automatic."

The Doctor glanced at Joe and then out at the planet once more as he murmured: "So we're the first. This piece of ground. No one's ever been here before. Not in the whole of recorded history."

"Did you just…?" Claude said suddenly, pointing at something.

The Doctor glanced at him in surprise as Claude paused, before he said: "No, sorry, it's nothing."

"What did you see?" The Doctor asked, and Claude explained as he pointed again: "Just there. That ridge. Like, like a shadow. Just, just for a second."

The Doctor frowned, staring outside as he asked seriously: "What sort of shadow?"

The computer beeped, and Joe said quickly: "Xtonic rising. Shields down."

He began to lower the shields on the windshield again, when Claude called: "Look, look."

He pointed again as he insisted: "There it is, there it is. Look, there."

"Where?" The Doctor demanded. "What was it?"

But the shields closed before he could get a chance to look, and Claude explained in a shaky tone: "Like just something shifting. Something sort of dark, like it was running."

The Doctor stared at Claude intently as he asked quietly: "Running which way?"

Claude swallowed before he replied: "Towards us."

The Doctor's brows furrowed, when suddenly Joe said sharply: "Right, Doctor, back to your seat. And, er, not a word. Rescue's on its way."

The Doctor slowly backed out, glancing back at Claude every so often as Joe added: "If you could close the door. Thank you."

The Doctor left the two drivers, still frowning, and Sky demanded immediately, stepping forward from where she had been waiting by the door: "SKY: What did they say? Did they tell you? What is it? What's wrong?"

"Oh," the Doctor replied with a light smile, "just stabilising. Happens all the time."

Lily frowned at him while Sky said impatiently: "I don't need this. I'm on a schedule. This is completely unnecessary."

"Back to your seats," Rickey replied, "thank you."

He walked into the cockpit as Sky huffed before taking her seat. The Doctor took his beside Lily, who leant in and whispered: "What is it really?"

He glanced at her, but before he could reply, Dee Dee asked: "Excuse me, Doctor, but they're micropetrol engines, aren't they?"

"Now, don't bother the man." Hobbes said in annoyance, but Dee Dee persisted as she explained: "My father was a mechanic. Micropetrol doesn't stabilise. What does stabilise mean?"

"Well." The Doctor said lightly, thinking quickly, "Bit of flim-flam. Don't worry, they're sorting it out."

"So it's not the engines?" Hobbes asked worriedly, and the Doctor replied firmly: "It's just a little pause, that's all."

Lily frowned a little, and caught Val and Jethro peering over worriedly at their group. She quickly smoothed out her expression, not wanting to add to the others' panic as Hobbes asked fearfully: "How much air have we got?"

"Professor, it's fine." The Doctor insisted, when Val called sharply: "What did he say?"

"Nothing." The Doctor said quickly, hearing the panic in the woman's voice.

But it didn't help as Val demanded in fear: "Are we running out of air?"

Sky also looked over in alarm, just as Rickey returned to the cabin.

Rickey paused, his brows furrowing at the group while Hobbes said hastily: "I was just speculating."

"Is that right, sir?" Biff demanded, cutting Hobbes off as he looked at Rickey. "Are we running out of air?"

"Is that what the Captain said?" Val added, sounding like she was getting hysterical.

"If you could all remain calm." Rickey said quickly, realizing what the situation was, but Val was anything but calm as she demanded: "How much air have we got?"

"Mum, just stop it." Jethro snapped, while Rickey said firmly: "Please remain calm."

"I'm sure everything's fine." Lily interjected pointedly, but Biff argued: "Well, doesn't look like it to me."

Everyone began speaking at once, the tones slowly getting more and more riled up as people began to panic or throw in their two cents.

"Everyone." The Doctor began as he stood up, trying to get their attention.

But no-one was listening as they argued and talked over each other.

"Everyone." He tried again and Lily shook her head. They weren't listening.

"Quiet!" The Doctor yelled.

Immediately, there was silence as everyone looked at him with wide eyes, and the Doctor said calmly: "Thank you. Now, if you'd care to listen to my good friend Dee Dee."

Dee Dee looked up in surprise before she said: "Oh. Er," she stood up as she explained, "it's just that, well, the air's on a circular filter, so we could stay breathing for ten years."

Val frowned petulantly, while the Doctor said calmly: "There you go. And I've spoken to the Captain. I can guarantee you everything's fine."

And at that moment there was a loud metal clang… as though something was pounding on the shuttle hull. Lily blanched while everyone else's eyes widened and they looked around slowly.

"What was that?" Val asked quickly, and Hobbes said slowly: "It must be the metal. We're cooling down. It's just settling."

"Rocks." Dee Dee added. "It could be rocks falling.'

"What I want to know is," Biff chimed in sounding aggravated, "how long do we have to sit here."

The double thumps sounded again on a different part of the hull.

"What is that?" Sky demanded as Val said shakily: "There's someone out there."

"Doctor." Lily whispered and he glanced at her as Hobbes scoffed at Val: "Now, don't be ridiculous."

"Like I said, it could be rocks." Dee Dee added, while Lily whispered to the Doctor furtively: "It sounded like something was trying to get in."

He frowned as Rickey said thoughtfully: "We're out in the open. Nothing could fall against the sides."

He seemed to belatedly realized what he'd said aloud.

There was a tense silence before there was another dual metal clang.

"Knock, knock." The Doctor murmured thoughtfully before saying to Lily quietly: "I'd say you were right."

"Who's there?" Jethro called.

There was a tense moment as they waited, before Sky asked quietly: "Is there something out there?"

No-one replied and she asked a little desperately: "Well? Anyone?"

There was another dual clang, and the whole group flinched.

"What the hell is making that noise?" Sky cried, abandoning all pretense of calm, and Hobbes replied firmly: "I'm sorry, but the light out there is Xtonic. That means it would destroy any living thing in a split second."

Lily frowned while the Doctor stood up, walking out slowly into the centre of the cabin as Hobbes insisted: "It is impossible for someone to be outside."

There was another dual clang, and the Doctor's eyes narrowed. He followed the noise, pulling out his stethoscope and pressing it onto the hull.

"Hello?" He called, and there was another dual clang, faster this time.

There were a few gasps of fear and shock as they all looked about wildly, following the source of the noise and Jethro said shakily: "It's moving."

The Doctor slowly stepped forward, staring at the back of the cabin.

The emergency exit rattled, and Val shrieked: "It's trying the door."

"There is no it." Hobbes insisted. "There's nothing out there. Can't be."

Lily bit her lip as whatever it was outside rattled on the door a few more times before it moved, another dual clangs ringing on the roof.

People gasped and flinched, staring at the ceiling in fear, before they all flinched again as there was another dual clanging on the main entrance door. Val shrieked, grasping her husband's arm while Lily slowly stood up and moved to the cabin aisle, standing beside Rickey.

"That's the entrance." Val asked in a terrified voice. "Can it get in?"

"No." Dee Dee refuted. "That door's on two hundred weight hydraulics."

"Stop it." Hobbes hissed at the young woman in annoyance. "Don't encourage them."

"What do you think it is?" Dee Dee demanded of him, also irriated, while Biff slowly moved forward towards the door.

"Biff, don't." Val whimpered and the Doctor agreed as he warned: "Mr. Cane. Better not."

Biff ignored them as he felt around the edges of the door, and he said: "Nah, it's cast iron, that door."

He knocked three times, and they all flinched as there were three metal thumps back in answer. Almost like an echo… or a copy.

"Three times." Val said in terror. "Did you hear that? It did it three times."

"It answered." Jethro said fearfully, and Val shrieked: "It did it three times!"

"All right, all right, all right." The Doctor called firmly. "Everyone calm down."

"No, but it answered." Sky argued shakily. "It answered. Don't tell me that thing's not alive. It answered him."

There were another three thumps on the door and everyone started to tremble.

"Please, everyone, calm down." Rickey began, but Sky shouted at him: "No, don't just stand there telling us what to do. You're the host! You're supposed to do something!"

Rickey gave her an annoyed look while Lily walked forward towards the Doctor as he examined the door intently before he knocked four times.

There was a long pause as they waited on bated breath.

Lily reached the Doctor just as there were four thumps back. Val gasped while Sky whimpered, starting to panic outright: "What is it? What the hell's making that noise? She said she'd get me."

Lily whirled on her in surprise as Sky begged to thin air: "Stop it. Make it stop. Somebody make it stop."

The others also turned to stare at the woman as she began to tear up, and she snapped at them, her face contorting with fear: "Don't just stand there looking at me. It's not my fault. He started it with his stories."

She pointed at Hobbes, and Dee Dee ordered: "Calm down!"

But Sky was anything but calm as she shouted: "And he made it worse!"

She pointed at Biff, and the Doctor quickly held up a hand to placate the frightened and panicking woman while Val cried: "You're not helping."

"Why didn't you leave it alone?" Sky shouted at Biff, and the Doctor stepped between the pair while Lily watched anxiously. "Stop staring at me. Just tell me what the hell it is."

"Calm down!" Dee Dee cried, and then the thumping began again, timed menacingly apart as whatever it was outside began to move across the ceiling.

"It's coming for me." Sky said in fear as the thumps moved closer towards her. "Oh, it's coming for me."

"Sky, calm down." Lily said, walking slowly towards the woman, but the Doctor grabbed her, stopping her as Sky panicked: "It's coming for me. It's coming for me. It's coming for me."

She backed into the drivers door, and she screamed as she collapsed against the door while the Doctor's eyes widened in realization.

"Get out of there!" He yelled at the drivers in the cockpit, surging forward to save them but it was too late.

Lily screamed as there was a bang and the wall sparked as the whole shuttle rocked from side to the side, throwing them all about. Lily crashed into seat and wall as she was tossed about with the rest, while the lights sparked and flashed until they went out.

*A/N This episode terrifies me, but I hope you all also enjoy the slight twist I've put on it.


	112. 39-2 Fear

The shuttle finally stopped moving, leaving them all in groaning piles in the darkness, the only light coming from the entertainment systems as they came back online. There were moans all around, the only sounds besides the noises coming from the entertainment screens, before they slowly sat up.

"Lily?" The Doctor checked, as he turned to her, crawling over with a wince.

"Fine." She groaned as she sat up, and he pulled her against him, letting her lean against him as he checked her.

"Arms, legs, neck, head, nose. You're fine." He commented before calling out: "Everyone else? How are we?"

He turned to face everyone, Lily still leaning against his side. So they both missed as the screen behind them changed from a pop singer to the face of Rose Tyler, calling urgently: 'Doctor. Lily. Doctor-'

"How are we?" The Doctor repeated severely, not seeing Rose's image. "Everyone all right?"

Lily looked up just as the screen went blank, only spotting a flash of blonde hair. She thought nothing more of it as Hobbes groaned: "Earthquake. Must be."

"But that's impossible." Dee Dee protested. "The ground is fixed. It's solid."

"And once you've eliminated the impossible, whatever remains, no matter how improbable, must be the truth." Rickey said thoughtfully.

"Yeah, probably not helping." Lily sighed, and Rickey glanced at her guiltily as the Doctor leant down to help her up.

He quickly helped the Doctor pull her up as he called to the cabin: "There are torches in the back of the seats. Everyone take a torch."

The Doctor squinted his eyes against the beams as people grabbed torches and began to shine them everywhere, including on his face. Jethro was one of the first to find his torch, and he frowned as he walked towards the front of the cabin.

"Oh, Jethro." Val called frantically. "Sweetheart, come here."

"Never mind me." Jethro answered impatiently, shaking his mother off. "What about her?"

He pointed his torch to make his point, and they all frowned as they stared at Sky, sitting hunched in a fetal position before the corner of the wall. Or more specifically, they stared at the ruined remains of the front seats behind Sky.

"What happened to the seats?" Val gasped, while Biff wondered: "Who did that?"

"They've been ripped up." Val continued in a panicked tone, and Lily said sharply: "Yes, that's enough."

The Doctor walked forward, placing a calming hand on Sky's back as he soothed: "It's all right, it's all right, it's all right. It's over. We're still alive. Look, the wall's still intact. Do you see?"

He pointed his torch at the wall, showing Sky the dented but still intact wall.

"We're safe." He comforted, but Sky showed no response while Hobbes said shakily: "What about the Captain? What does he have to say?"

He looked at Rickey, who seemed to check himself right before he sighed in exasperation. Instead, he said calmly: "All right, I'm just going to check on the drivers, so please stand back."

He walked forward, opening the driver's door. Instantly, they all flinched as a bright light flooded the room, and everyone began shrieking as Rickey hastily slammed the buttons to shut the door.

He backed away as Val shrieked: "What happened? What was that?"

"Is it the driver?" Biff cried as he ran up to grab Rickey. "Have we lost the driver?"

The Doctor quickly moved towards a small panel covering part of the front of the wall, Lily right beside him while Rickey said slowly: "The cabin's gone."

"Don't be ridiculous." Hobbes argued shakily. "It can't be gone. How can it be gone?"

"Well, well, you saw it." Dee Dee countered fearfully.

"What are you two doing?" Biff called to the Doctor and Lily as he spotted Lily shining her torch on the panel while the Doctor soniced it.

"A bit of silence please." The Doctor answered flatly. "Thank you. Molto bene."

"Do you know what you're doing?" Val demanded while Biff ordered: "The cabin's gone. You'd better leave that wall alone."

"The cabin can't be gone." Hobbes cried, starting to panic, while the Doctor added: "No, it's safe. Any rupture would automatically seal itself."

The Doctor removed the panel, and Lily's eyes widened in horror. The pair stared at the cut wires as the Doctor said quietly: "But something sliced it off. You're right, the cabin's gone."

"But if it gets separated…?" Rickey asked slowly, and the Doctor replied grimly: "It loses integrity."

He looked at Rickey as he said quietly: "They've been reduced to dust. The driver and the mechanic."

Rickey nodded in grim understanding while the rest of the room stood frozen in horrified shock. The Doctor turned to the group as he continued firmly: "But they sent a distress signal. Help is on its way. They saved our lives. We are going to get out of here, I promise."

He looked at each of them as he urged: "We're still alive, and they are going to find us."

He looked at Lily, who nodded, trusting him without question.

"Doctor," Jethro called softly, "look at her."

He was still staring at Sky, and the Doctor murmured: "Right. Yes. Sorry. Have we got a medical kit?"

But Lily frowned as she stared at the woman, and she touched the Doctor's arm. He glanced at her and she gestured at Sky, murmuring so the others wouldn't hear: "Something's wrong."

"Why won't she turn around?" Jethro asked shakily.

"Sky?" Lily called, and the Doctor added: "Can you hear me? Sky?"

He leant down beside Sky, asking gently: "Are you all right? Can you move, Sky?"

Sky didn't budge, and the Doctor said slowly: "Just look at me."

Jethro glanced up and he murmured: "That noise from outside. It's stopped."

"Well, thank God for that." Val said in a tearful voice, but Jethro pointed out: "But what if it's not outside anymore? What if it's inside?"

"Inside?" Val repeated instantly. "Where?"

"It was heading for her." He nodded at Sky, and Rickey said firmly: "Let's not jump to conclusions yet."

"Sky?" The Doctor coaxed gently. "It's all right, Sky. I just want you to turn around, face me."

Sky slowly moved her hands off her head, and Lily watched warily as the woman slowly turned around faced them, staring right into the torchlight. Her eyes were dead as she stared at them, her head twitching a little as she watched them almost like an animal would.

The Doctor leant in closer, and Sky's head whipped around to stare at him. Lily bit her lip worriedly as the Doctor stared at Sky and Sky stared at the Doctor. The Doctor tilted his head and Lily's blood ran cold as Sky tilted her head to mirror the Doctor's actions.

The Doctor frowned slightly and Sky frowned slightly, and Lily gripped her torch tightly as the Doctor tilted his head to the other side. And Sky copied him.

"Sky?" The Doctor asked carefully.

"Sky?" Sky repeated emotionlessly and Lily's heart dropped.

The Doctor's eyes narrowed and he asked slowly: "Are you all right?"

"Are you all right?" Sky repeated.

"Are you hurt?" The Doctor asked, quicker, and Sky repeated monotonously: "Are you hurt?"

Everyone watched silently, staring in confusion and fear as the Doctor murmured: "You don't have to talk."

"You don't have to talk." Sky repeated.

"I'm trying to help." The Doctor said quietly, and Lily stepped forward as Sky repeated: "I'm trying to help."

Sky's head whipped around to stare at Lily, and she stopped, staring right back down at the woman.

"My name's the Doctor." The Doctor tried, bringing Sky's attention back to him and Sky repeated as she stared at the Doctor: "My name's the Doctor."

"Okay, can you stop?" The Doctor queried, and Sky repeated; "Okay, can you stop?"

"I'd like you to stop." The Doctor said firmly, but Sky simply repeated: "I'd like you to stop."

"Doctor." Lily murmured warningly, wanting him to stop talking so much, and Sky's head whipped around to stare at her as she repeated: "Doctor."

"Why's she doing that?" Hobbes asked, and Sky's head turned to stare at Hobbes as she repeated with a hiss: "Why's she doing that?"

"She's gone mad." Biff murmured, and Sky's eyes fixed on him as she repeated: "She's gone mad."

"Stop it." Val ordered, and Sky's head snapped to her as she repeated: "Stop it."

"I said stop it." Val snapped, and Sky repeated before Val had even finished: "I said stop it."

Lily frowned while Dee Dee murmured fearfully: "I don't think she can."

"I don't think she can." Sky repeated.

"All right now," Hobbes insisted, "stop it. This isn't funny."

"All right now, stop it. This isn't funny." Sky repeated, catching onto Hobbes's words in the middle of his sentence.

"Shush, shush, shush, all of you." The Doctor murmured to the group, but Sky's head whipped around to him as she repeated while staring blankly at him: "Shush, shush, shush, all of you."

He stared at her intently, when Jethro piped up: "My name's Jethro."

"My name's Jethro." Sky repeated, looking at him.

Lily smacked the boy's arm in scolding as the Doctor warned: "Jethro, leave it. Just shut up."

"Jethro, leave it. Just shut up." Sky repeated, but her voice was suddenly lower.

Both the Doctor and Lily's heads whipped over to Sky, and Lily frowned while the Doctor leaned in even closer to Sky, peering into the woman's blue eyes.

"Why are you repeating?" He asked, and Lily's eyes widened as Sky repeated in a similar tone: "Why are you repeating?"

The Doctor stared at Sky, and he breathed: "What is that, learning?"

"What is that, learning?" Sky repeated in a similar tone again.

Lily's hand tightened on her torch as the Doctor questioned: "Copying?"

"Copying?" Sky repeated.

The Doctor's brow rose and he asked slowly: "Absorbing?"

"Absorbing?" Sky repeated, copying even his smallest gestures.

"The square root of pi is 1.7-"

"The square root of pi is 1.7-" Sky repeated, speaking over the Doctor as he continued, staring at her intently: "-72453850905516027298167483341. Wow."

"-72453850905516027298167483341. Wow." Sky finished, and Lily stepped forward again.

Sky's head whipped over to stare at her, but this time the brunette girl ignored it as she pressed a firm hand on the Doctor's shoulder. She wasn't sure why, but she had a very bad feeling that he was encouraging whatever had possessed Sky to learn quickly.

The Doctor glanced up at her, noting her worried expression and Sky watched the movement intently while the others stood in terrified horror, and they exchanged looks

"But that's impossible." Hobbes breathed shakily, and Sky's head whipped to him as she repeated: "But that's impossible."

"She couldn't repeat all that." Dee Dee whispered to Hobbes in shock, and Sky repeated: "She couldn't repeat all that."

"Tell her to stop." Val said sternly, and Sky's head whirled on her as she repeated: "Tell her to stop."

"She's driving me mad." Val cried, and Sky repeated: "She's driving me mad."

"Just make her stop!" Val shouted and Lily looked at the woman in alarm while Sky repeated: "Just make her stop!"

The Doctor and Lily watched with wide eyes as everyone began to speak at once, but Sky kept up with all of them as she repeated each person.

"Stop her staring at me. Shut her up." Val snapped, and Sky repeated it as Hobbes said: "It's got to be a trick."

"It's got to be a trick." Sky repeated as Dee Dee said flatly: "That's impossible."

Sky repeated her as Biff shouted: "I'm telling you, whatever your name is."

"I'm telling you, whatever your name is." Sky repeated as the Doctor called to the group hastily: "Now, just stop it, all of you."

"Now, just stop it all of you." Sky repeated while Hobbes cried: "Her eyes. What's wrong with her eyes?"

Sky repeated it as Lily rubbed her temples against the noise while Jethro pointed out: "She can copy anything."

"She can copy anything." Sky repeated as Val snapped: "Biff, don't just stand there, do something. Make her stop."

Sky repeated her as Biff snapped at Sky: "You're scaring my wife."

"You're scaring my wife." Sky repeated and Rickey tried: "Mrs Silvestry."

Sky repeated him too, as Jethro chimed in: "Six, six, six."

"Six, six, six." Sky repeated and Val cried: "She's different. She's something else. Do something. Make her stop."

"-Make her stop." Sky copied until the end, just as the lights came back on.

There was a sudden silence as everyone looked up at the lights in surprise, and Rickey breathed: "That's the back up system."

Biff huffed, starting to calm a little bit down: "Well, that's a bit better."

Lily's head snapped to Sky as well, staring at the woman while Val demanded: "What about the rescue? How long's it going to take?"

"About sixty minutes." Rickey replied, glancing at his watch

He glanced at Lily, who was staring at Sky with a look of uncertainty and fear, and he also looked down, puzzled as Hobbes ordered: "Then I suggest we all calm down."

Rickey's eyes also widened in fear as Hobbes continued: "This panic isn't helping."

Jethro glanced at Sky as well, as did the Doctor, and both frowned.

Hobbes didn't notice as he went on: "That poor woman is evidently in a state of-"

"-Self induced hysteria. We should leave her alone." He finished, another voice overlapping his.

Lily backed away slowly, and Rickey reached out to pull her safely out of the aisle while Jethro called in a shaking voice: "Doctor."

"I know." The Doctor replied shortly.

"Doctor," Hobbes and that second voice ordered, "now step back."

The Doctor stared down at Sky as Hobbes and the voice continued: "I think you should leave her."

Hobbes broke off as he realized what was wrong and also stared at Sky.

"Alone." He and Sky finished together.

"What's she doing?" Hobbes and Sky asked, Hobbes in a terrified voice and Sky in the same flat tone.

"How can she do that?" Val asked. "She's talking with you."

She pointed at Hobbes and then snapped her attention back to Sky.

"And with me." She realized, her face paling. "Oh, my God. Biff, what's she doing?"

"She's repeating," Jethro and Sky said, "at exactly the same time."

"That's impossible." Dee Dee and Sky said, the former numbly.

"There's not even a delay." Hobbes and Sky said, the professor's tone filled with horror.

"Oh man, that is weird." Jethro and Sky said, the boy fearfully.

"I think you should all be very, very quiet." The Doctor and Sky said, the former looking at the group sternly. "Have you got that?"

Lily gave him a look that said to shut up as well, while Val and Sky demanded: "How's she doing it?"

"Mrs Cane, please be quiet." The Doctor and Sky said, the Doctor firm and calm.

"How can she do that?" Val and Sky screeched, Val nowhere near calm and much closer to hysteria than Lily thought was good for any of them. "She's got my voice! She's got my words!"

"Come on, be quiet." Biff and Sky said, the former taking his wife into his arms as he shushed her firmly. "Hush, now. Hush."

He blinked, staring at Sky as he and Sky said, Biff numbly: "She's doing it to me."

"Just stop it, all of you." The Doctor and Sky ordered. "Stop it, please."

Lily threw him a dirty look that he didn't see as he turned to Sky.

He bent down before Sky as he said, with Sky: "Now then, Sky. Are you Sky?"

The Doctor waited before asking: "Is Sky still in there? Mrs Silvestry?"

The Doctor watched Sky intently before he said slowly, Sky speaking with him: "You know exactly what I'm going to say. How are you doing that?"

The Doctor paused again, before he suddenly blurted out at the same time as Sky: "Roast beef."

Lily smacked her forehead into her hand as the Doctor and Sky said: "Bananas. The Medusa Cascade."

The Doctor leant in and Sky copied the action, the two bringing their faces closer together as they examined each other intently.

"Bang!" The Doctor shouted at the same time Sky did. He paused again and so did Sky.

"Rose Tyler, Martha Jones," the Doctor listed quickly and Sky spoke in complete time with him, "Donna Noble, Tardis, Lily Tyler."

Lily clutched the seat back tightly, her knuckles going white as she watched anxiously while the Doctor leant back a little and so did Sky.

"Shamble bobble dibble dooble." The Doctor and Sky said.

"Oh, Doctor, you're so handsome." The Doctor and Sky said. "Yes, I am, thank you."

Lily considered throwing her torch at the Doctor's head, but decided against it in case Sky copied that. Though the Doctor really deserved getting hit twice for his current sheer stupidity.

"A, B, C, D, E, F, G, H, I, J, K, L, M, N, O." The Doctor and Sky said.

The Doctor grinned before slowly rising up to his feet as he and Sky commented: "First she repeats, then she catches up. What's the next stage?"

Everyone stared while Dee Dee and Sky asked, the former in alarm: "Next stage of what?"

Val was shaking when Jethro and Sky asked: "That's not her, is it. That's not Mrs Silvestry any more."

"I don't think so, no." The Doctor and Sky replied.

Val began to cry, Sky sobbing a little with her and the Doctor's eyes widened slightly.

"I think the more we talk," the Doctor and Sky said slowly, "the more she learns. Now, I'm all for education, but in this case…"

He trailed off as he stared at Sky.

"Maybe not." He and Sky said together and Lily wanted to smack him for continuing to talk. "Let's just move back."

He and Sky ordered as he walked back to the group: "Come on. Come with me. Everyone, get back. All of you, as far as you can."

Lily smacked the Doctor's arm, hard, and he glanced at her as she glared at him but her eyes were filled with desperate worry.

"Doctor, make her stop." Val sobbed, getting slowly more and more hysterical.

"Val, come with me." The Doctor and Sky urged, the Time Lord holding out his arm to guide Val to the back corner of the room while his other hand stretched out for Lily. "Come to the back. Stop looking at her. Come on, Jethro."

He gestured for them to all move as Lily took his hand, and the Doctor and Sky called: "You too. Everyone, come on. Fifty minutes, that's all we need. Fifty minutes till the rescue arrives. And," he glanced back at Sky, "she's not exactly strong."

Lily begged to differ, and she kept a tight hold on the Doctor as she watched Sky watch the Doctor.

The Doctor and Sky continued, insisting: "Look at her. All she's got is our voices."

Lily really hoped that was all she had, while Val and Sky murmured, the former shakily: "I can't, I can't look at her. It's those eyes."

Dee Dee glanced at Sky, before she and Sky whispered, the former in fear: "We must not look at goblin men."

Everyone looked at Dee Dee, the fear in the room was palpable.

"What's that supposed to mean?" Biff and Sky demanded, on edge.

"It's a poem." The Doctor and Sky explained. "Christina Rossetti."

Lily pinched him, hard, and he glanced at her as Dee and Sky recited: "'We must not look at goblin men. We must not buy their fruits. Who knows upon what soil they fed. Their hungry, thirsty roots?'"

Everyone's eyes widened as they stared at Sky reciting the words in the far corner of the cabin, eerily lit by the lighting on the floor, and Lily could physically see how much the fear was affecting them now.

"Actually, I don't think that's helping." The Doctor and Sky commented, the former dryly.

"Doctor," Lily and Sky whispered, the former irritated, "please stop talking."

He glanced at her, squeezing her hand to reassure her as he read fear and worry on her face, while Hobbes and Sky insisted: "She's not a goblin, or a monster. She's just a very sick woman."

"Maybe that's why it went for her." Jethro and Sky suggested.

"There is no 'it'." Hobbes and Sky insisted in exasperation.

"Think about it though." Jethro and Sky countered. "That knocking went all the way round the bus until it found her. And she was the most scared out of all of us."

Lily's eyes widened as she realized Jethro might be onto something. The boy glanced back at Sky as he and Sky murmured: "Maybe… that's what it needed. That's how it got in."

The Doctor also frowned, seeing Jethro's point while Hobbes and Sky hissed: "For the last time. Nothing can live on the surface of Midnight."

"Professor," the Doctor and Sky said dryly, "I'm glad you've got an absolute definition of life in the universe, but perhaps the universe has got ideas of its own, hmm?"

Hobbes bit his lip, clearly distrustful, but the Doctor and Sky insisted: "Now trust me, I've got previous."

He glanced back at Sky, before he resumed as he looked at them all: "I think there might well be some consciousness inside Mrs Silvestry, but maybe she's still in there. And it's our job to help her."

"Well, you can help her." Biff and Sky snapped. "I'm not going near."

"No, I've got to stay back," the Doctor and Sky replied firmly, "because if she's copying us, then maybe the final stage is becoming us."

Lily glanced at him worriedly, while the others frowned in confusion as the Doctor and Sky continued: "I don't want her becoming me, or things could get a whole lot worse."

"Oh, like you're so special." Val and Sky growled.

Lily sighed. She hated to admit it, but the Doctor could have phrased things slightly less… arrogantly. Then again, she wouldn't have had him any other way.

"As it happens, yes, I am." The Doctor and Sky retorted.

' _I take that back._ ' Lily thought with an eye roll. ' _He could do with a little less arrogance._ '

"None of us have to go near her." Lily and Sky chimed in as everyone looked at the Doctor doubtfully. "We can just stay back here and wait. When the rescue ship comes, we can get her to hospital."

"Agreed." The Doctor and Sky said, the Doctor nodding his head, and Lily and Sky added severely: "And you can stop talking, if you're so worried about her becoming you."

He frowned at her, and Rickey and Sky agreed: "I think it best, Doctor. And I don't think we should just wait for rescue. I've seen a lot out there in my travels, and I don't have a good feeling about what we're dealing with here."

"Oh, so what do you suggest?" The Doctor and Sky asked irritably. "That we kill her just because of a feeling?"

Rickey shrugged helplessly while Val and Sky chimed in, Val sounding terrified: "We can't even kill her."

"We could throw her out." Dee Dee and Sky suddenly suggested, and the entire room stared at her.

"I beg your pardon?" Hobbes and Sky asked, startled.

Val meanwhile seemed to have been stunned but illuminated by the idea as she and Sky asked eagerly: "Can we do that?"

"Don't be ridiculous." The Doctor and Sky warned, but Dee Dee and Sky pointed out: "Nothing could survive outside; no air."

"Now, let's not be hasty." Lily and Sky said in alarm, when Biff and Sky put in: "She killed the drivers. I don't want to be next."

"She can't even move." The Doctor and Sky argued, the Doctor pointing at Sky who still remained crouched in her corner as she watched them.

"But she's still doing it." Biff and Sky cried, walking up to Sky as he shouted. "Just stop it. Stop talking. Stop it!"

Lily flinched as Sky also shouted the last part. The alien inside Sky was learning more already- learning to express emotion.

"Biff, don't, sweetheart." Val and Sky begged, reaching for her husband.

"But she won't stop!" Biff and Sky cried as he walked back to the group. "We can't throw her out, though. We can't even open the doors."

"No one is getting thrown out." The Doctor and Sky said, the Doctor's tone dark and angry.

Lily glanced at him worriedly, knowing it was his anger that the humans were once again showing their weakness to be at humanity's worst. But the current situation was making him a target too for his condescending attitude as the group allowed their fear to control them.

Biff glared at the Doctor before walking passed him slowly, and Dee Dee hesitated. Lily saw, and she raised a hand to the woman in a warning to stop but Dee Dee just shrugged Lily away as she and Sky said firmly: "Yes, we can."

The Doctor turned dark eyes on Dee Dee, but she remained firm as she and Sky explained: "Because there's an air pressure seal. Like when you opened the cabin door," she turned to Rickey, "you weren't pulled out. You had a couple of seconds, because it takes the pressure wall about six seconds to collapse. Well," she corrected, "six seconds exactly."

She turned back to the group as she and Sky finished grimly: "That's enough time to throw someone out."

"Thanks, Dee Dee." The Doctor and Sky said, the former sarcastically. "Just what we needed."

"We're not throwing someone out." Rickey and Sky argued, the former in exasperation, but Val ignored him as she and Sky asked: "Would it definitely kill her outside?"

"I don't know." Dee Dee and Sky admitted. "But she's got a body now. It would certainly kill the physical form."

"No one is killing anyone." The Doctor and Sky snarled, the Doctor glaring at the group in anger.

Lily took his arm, holding him back pleadingly while Rickey warned the group: "We can't, because we can't risk opening the cabin door twice."

"But we've got that one." Val and Sky countered, pointing at the emergency exit. "All we need to do is grab hold of her and throw her out."

"Now, listen." The Doctor and Sky said sharply as the Doctor shrugged out of Lily's arm. "All of you."

He looked to each of them desperately as he and Sky said: "For all we know that's a brand new life form over there. And if it's come inside to discover us, than what's it found?"

The others exchanged uncertain glances as the Doctor and Sky continued: "This little bunch of humans. What do you amount to? Murder?"

He glared at each of them as he and Sky snarled: "Because this is where you decide. You decide who you are. Could you actually murder her? Any of you? Really? Or are you better than that?"

There was a moment's hesitation as the group dithered, and Lily hoped they would back down.

"I'd do it." Biff and Sky said suddenly, and Lily's face fell.

"No-" She and Sky began, when Val and Sky cut in: "And me."

"I think we should." Dee Dee and Sky agreed.

"What?" The Doctor and Sky asked, the former shocked completely.

"No, that's not who we are." Lily and Sky tried to argue desperately, but the group had banded with the first person willing to stand up.

"We can do it." Biff and Sky stated, and Dee Dee and Sky agreed: "I want her out."

"You can't say that." The Doctor and Sky said in horror, and Dee Dee and Sky pleaded: "I'm sorry, but you said it yourself, Doctor. She is growing in strength."

"That's not what I said." The Doctor and Sky replied, the Doctor still so stunned by the humans before him he couldn't form coherent arguments.

"I want to go home." Dee Dee and Sky said mournfully and the Doctor's eyes narrowed. "I'm sorry. I want to be safe."

"At the cost of her life?" Lily and Sky demanded incredulously. "You'd murder someone just for that?"

Dee Dee bit her lip, while the Doctor and Sky urged, trying to calm the situation down: "You'll be safe any minute now. The rescue truck is on its way."

"But what happens then, Doctor?" Biff and Sky demanded. "If it takes that thing back to the Leisure Palace, if that thing reaches civilisation. What if it spreads?"

"No, because when we get back to the base, I'll be there to contain it." The Doctor and Sky argued.

"You haven't done much so far." Val and Sky scoffed.

"You're just standing in the back with the rest of us." Biff and Sky agreed.

"Look, all of you." Rickey and Sky interjected sternly. "I agree she's dangerous, but let's not jump to conclusions."

"I agree." Hobbes and Sky added, his hands outstretched as he tried to placate the group. "I think perhaps we're all going a little bit too far."

"Thank you." The Doctor and Sky said, the former in relief.

"Two people are dead!" Val and Sky snapped, her eyes filling with tears.

"Don't make it a third." The Doctor and Sky growled furiously. "Jethro, what do you say?"

He turned to the boy, who looked startled but he replied with Sky: "I'm not killing anyone."

"Thank you, too." The Doctor and Sky sighed, but Val and Sky argued: "He's just a boy."

"What, so I don't get a vote?" Jethro and Sky snapped.

"There isn't a vote!" The Doctor and Sky shouted, the former aggravated. "It's not happening. Ever."

He glared at all of them as he and Sky warned: "If you try to throw her out that door, you'll have to get past me first."

Lily looked at him worriedly, because at this point she really wouldn't push it passed these people.

Sure enough, Val and Sky replied, Val scowling at the Doctor: "Okay."

"Fine by me." Biff and Sky agreed, and the Doctor's jaw dropped open in disbelief.

"You're not thinking straight!" Lily and Sky cried. "I know you're afraid, but this isn't how we should be dealing with this!"

"Why?" Val and Sky snapped. "Scared we'll send you out with your boyfriend, too?"

Lily glared at her, anger and worry taking over, but Val simply matched her glare and the Doctor and Sky growled in exasperation: "Oh, now you're being stupid. Just think about it!"

He strode right up to the group as he and Sky demanded: "Could you actually take hold of someone and throw them out of that door?"

"Calling me a coward?" Biff and Sky asked sharply.

"Who put you in charge, anyway?" Val and Sky demanded, glaring at the Doctor.

Hobbes agreed as he and Sky inquired: "I'm sorry, but you're a Doctor of what, exactly?"

Lily's eyes widened in fear as she saw a dangerous turning of the tide, while Dee Dee and Sky added suspiciously: "He wasn't even booked in. I heard him say to him."

She gestured at Rickey, who tensed worriedly as he glanced at the Doctor.

"The rest of us, tickets in advance." She eyed the Doctor. "He just turned up out of the blue with his girlfriend, and he," she nodded at Rickey, "just let him on."

"Where'd they come from?" Val and Sky asked suspiciously, and Hobbes and Sky wondered: "How come they were let on."

"He was here undercover for an inspection." Rickey and Sky replied swiftly. "He had the appropriate paperwork, I assure you."

"How can we trust you?" Val and Sky demanded. "He hasn't even told us his name."

"His name is 'Doctor'. It just is." Lily and Sky insisted, when Jethro and Sky piped up: "The thing is though, Lily, your boyfriend has been loving this."

Lily stared at Jethro while the Doctor and Sky sighed: "Oh, Jethro, not you."

"No," Jethro and Sky said thoughtfully, "but ever since all the trouble started, you've been loving it. Even when she told you to stop," he nodded at Lily, "you continued."

Lily had to refrain from sighing, because there was enough attention on them as it was, but she really wished Jethro hadn't been so observant. Not to mention damning the Doctor for loving trouble so much- even if she usually enjoyed his excitement. That was when it was light trouble, like the time they'd had a run-in with Caesar. This was one of those times when she didn't though, and she wished he'd stopped sooner.

The others nodded, suddenly remembering Lily's actions and the Doctor's initial enthusiasm, and Hobbes and Sky noted: "It has to be said, you do seem to have a certain," he searched for the word, "glee."

"All right, I'm interested." The Doctor and Sky said urgently. "Yes, I can't help it. And trust me, Lily's tried to curb my curious streak several times and it doesn't work even though I really should sometimes listen to her."

"Yes, you really should." Lily and Sky muttered, and he gave her a look.

She gave him apologetic look before she added to the group: "But he does have a point- yes, she's scaring us now but new doesn't have to be wrong."

"So you're saying that this is just to satisfy your curiosity?" Val and Sky snarled, and the Doctor and Sky insisted: "No, we're saying it doesn't give you the right to kill her! Because whatever's inside her," he pointed at Sky, "it's brand new, and that's fascinating."

"What, so you _wanted_ this to happen?" Val and Sky snapped furiously.

"No." The Doctor and Sky argued, the Doctor starting to get irritated and agitated.

"And you were talking to her." Biff and Sky added suspiciously, the man nodding at Sky. "All on your own, before all the trouble. Right at the front, you were talking to that Sky woman, the two of you together. I saw you."

"We all did." Val and Sky added hysterically.

"And you went into the cabin." Dee Dee and Sky added slowly.

"He had authorization." Rickey and Sky cut in quickly, and a tad desperately.

Lily was thankful for him, and whatever trust it was that kept him on the Doctor's side.

Unfortunately, it wasn't enough as Biff and Sky demanded: "What were you saying to her?"

He pointed at Sky, and the Doctor and Sky said calmly, in an attempt to pacify the situation: "I was just talking."

"Saying what?" Biff and Sky yelled, the man staring at the Doctor with distrust.

"You called us humans like you're not one of us." Jethro suddenly piped up, staring at the Doctor.

The Doctor balked while Lily's eyes widened as Val and Sky realized: "He did. That's what he said."

"And the wiring." Dee Dee and Sky added. "He went into that panel and opened up the wiring."

"That was after." The Doctor and Sky snapped, but Biff and Sky shouted over him: "But how did you know what to do?"

"Because I'm clever!" The Doctor and Sky shouted back, the Doctor's temper finally snapping and there was a beat of stunned silence.

Lily's stomach clenched in horror though, and she quickly tugged on the Doctor's arm as everyone started to breathe heavily and Hobbes and Sky bit out: "I see. Well, that makes things clear."

"He didn't mean it like that." Lily and Sky said quickly, desperately, as the Doctor clenched his fists.

"What are we, then?" Biff and Sky cut over Lily, glaring at the Doctor. "Idiots?"

"That's not what I meant." The Doctor and Sky bit out, the Doctor trying to keep his temper under check.

But it was a little too late as Dee Dee and Sky demanded: "If you're clever, then what are we?"

"You've been looking down on us from the moment we walked in." Val and Sky added snappishly, her eyes filled with tears. "Both of them."

"Leave Lily out of this!" The Doctor and Sky thundered, and Val flinched slightly as the Doctor's face flooded with pure anger.

But Biff took further offence as he and Sky shouted: "Don't you shout at my wife!"

"Then don't you dare try to place blame on Lily!" The Doctor and Sky snapped. "She's only been trying to help you- we both have!"

"No, you've just been having fun at our expense!" Dee Dee and Sky cried.

"I'd say he's practically volunteered to go." Val and Sky agreed, and Lily's stomach dropped in fear.


	113. 39-3 Bravery

"Oh come on, just listen to yourself, please." The Doctor and Sky cried in exasperation and a little fear.

"Please, just get a grip on yourselves." Rickey begged as well, but Biff and Sky cut in: "Do you mean… we throw him out as well?"

"Him, and anyone else who's on his side." Val and Sky growled.

She looked right at Lily, and Lily glared balefully at Val while the Doctor raised his hands as he and Sky said desperately: "Look, just. Right, sorry, yes, hold on, just."

He took a breath to calm down and he and Sky began in a low voice: "I know you're scared, and so am I. Look at me, I am." He begged. "But we have all got to calm down and cool off and _think_."

"Perhaps you could tell us your name." Hobbes and Sky said pointedly. "Because I know you're lying when you say it's the Doctor- I can see it in both your eyes."

He raised his brows as he looked at the Doctor and Lily pointedly.

Lily struggled to keep her face neutral while the Doctor and Sky cried in exasperation: "What does it matter?"

"Then tell us." Jethro and Sky suggested, the boy looking like he was torn between trust and mistrust.

"John Smith." The Doctor and Sky replied at last.

Val scoffed while Hobbes and Sky demanded irritably: "Your real name."

"He's lying." Biff and Sky growled. "Look at his face."

"And hers." Val and Sky growled as she nodded at Lily. "His eyes are the same as that monster's."

She pointed at Sky, while Jethro and Sky questioned: "Why won't you tell us?"

"It's a simple enough question." Dee Dee and Sky agreed.

"He's been lying to us right from the start." Val and Sky growled.

"No one's called John Smith." Biff and Sky agreed with a scoff. "Come off it."

"And no-one I know is named Biff." Lily and Sky snapped. "But you're still here."

He glared at her, and the Doctor and Sky cut in desperately: "Now listen to me. Listen to me right now, because you need me, all of you!"

Lily almost hit him, because while he was right it was the wrong thing to say at the wrong time.

The hatred in the group's eyes grew as they exchanged looks while the Doctor and Sky shouted desperately: "If we are going to get out of this, then you need me."

"So you keep saying." Hobbes cried. "You've been repeating yourself more than her."

He pointed at Sky, and Lily cried in desperation: "Well maybe you should listen to him, then."

She then blinked as she noticed something, and Rickey and Jethro also glanced back with her.

"If anyone's in charge, it should be the Professor!" Val shouted sharply, the rest still unaware. "He's the expert!"

"Mum, stop." Jethro mumbled quietly. "Just look."

"You keep out of this, Jethro." Biff snapped, and Jethro shouted at his parents: "Look at her!"

He was staring at Sky, who was now crouched forward as she stared at them intently, and Lily said numbly: "She's stopped."

Her eyes flew to the Doctor as he and Sky asked: "When did she…?"

He paused as they all saw Sky still copying the Doctor, and the Doctor frowned as he said: "No, she hasn't. She's still doing it."

"She looks the same to me." Val commented and all their eyes widened.

The Doctor took a step towards Sky, but Lily tugged on his arm as she begged him silently to stay beside her.

"No, she's stopped." Val realized. "Look, I'm talking, and she's not."

"What about me, is she?" Biff asked as the Doctor glanced down at Lily.

"Look. Look at that." Biff smiled in relief. "She's not doing me. She's let me go."

"Mrs Silvestry?" Dee Dee called, and the Doctor frowned as he looked back at Sky. "Nor me. Nothing."

"Sky?" The Doctor and Sky asked firmly. "What are you doing?"

Their eyes flew back to the Doctor as Lily's hand tightened on his arm.

"She's still doing him." Dee Dee murmured, and Hobbes came up to him as he murmured: "Doctor, it's you. She's only copying you."

"Why me?" The Doctor and Sky asked, the Doctor breaking out of Lily's grip and stepping towards Sky with dark eyes and his brows knitting. "Why are you doing this?"

"She won't leave him alone." Dee Dee whispered in shock, and Val hissed: "Do you see? I said so. She's with him."

"They're together." Biff nodded, before glancing at Lily.

"Poor girl, to be tricked like that." He added sympathetically, and Lily glared at him.

"Excuse me, that's rude." Rickey interjected sharply, and Val demanded: "And how do we know she wasn't in on it? That she wasn't just acting a part?"

"I said leave Lily out of it!" The Doctor and Sky snapped, glaring at Val before his eyes narrowed further and he glanced back at Sky.

"See, he's so protective of her." Val murmured, while Dee Dee frowned at Sky as she wondered: "Why won't she let you go, Doctor?"

"How do you explain it, Doctor, if you're so clever?" Hobbes added a little waspishly, still stinging from the Doctor's earlier statement.

"I don't know." The Doctor and Sky admitted before he glared at Sky. "Sky, stop it. I said stop it. Just stop it."

"Look at the two of them." Val said scornfully, and Lily snapped: "Leave him alone! You don't understand just how severe things are right now!"

"Oh, you're the same as him!" Val shouted angrily. "Looking down on us from the end of your high noses!"

"Just trust me, the Doctor is far cleverer than you know." Lily pleaded but Val just glared at her menacingly.

"Mrs Silvestry, I'm trying to understand." The Doctor and Sky spoke as he knelt down before Sky.

The whole group watched, Lily anxious as the Doctor and Sky said to each other: "You've captured my speech. What for? What do you need?"

He paused, before the Doctor and Sky said slowly: "You need my voice in particular. Not Lily's… So, the cleverest voice in the room. Why?" He wondered, and Sky asked it with him. "Because I'm the only one who can help?"

He cocked his head before he and Sky said, the Doctor's tone dark: "Oh, I'd love that to be true, but your eyes, they're saying something else."

Lily bit her lip, almost drawing blood as the Doctor and Sky pleaded: "Listen to me. Whatever you want, if it's life, or form, or consciousness, or voice, you don't have to steal it. You can find it without hurting anyone."

"Doctor." Lily begged, not liking how much he was speaking to Sky, but he continued to stare at Sky as he said with her: "And I'll help you. That's a promise."

He waited a little before he and Sky asked: "So, what do you think?"

There was another pause and Lily's eyes widened and her face lost all colour as Sky asked: "Do we have a deal?"

"Do we have a deal?" The Doctor asked a beat later than Sky.

A sudden, cold silence fell and several people's mouths dropped open before Dee Dee asked in horror: "Hold on, did she…?"

"No." Lily whispered, and Rickey placed an arm around her shoulders tightly.

"She spoke first." Jethro said numbly, and Val refuted almost instantly though uncertainly: "She can't have."

"She did." Hobbes murmured and Jethro agreed: "She spoke first."

"Oh, look at that." Sky said coolly.

"Oh, look at that." The Doctor said in a monotonous voice as he continued to stare at Sky unmovingly while Sky continued: "I'm ahead of you."

"-I'm ahead of you." The Doctor finished after Sky.

"No, Doctor." Lily moaned, and Rickey squeezed her as he shushed her worriedly.

"Did you see?" Hobbes cried as he strode forward incredulously. "She spoke before he did. Definitely."

"He's copying her." Jethro agreed, and Hobbes asked: "Doctor, what's happening?"

"I think…" Sky said slowly. "It's moved."

"I think it's moved." The Doctor repeated.

"I think it's letting me go." Sky cooed, and the Doctor repeated: "I think it's letting me go."

The Doctor was shaking slightly now, and unseen by any of them his facial muscles had become strained as his eyes slowly filled with tears.

"What do you mean?" Dee Dee demanded. "Letting you go from what?"

"But he's repeating now." Biff hissed. "He's the one doing it. It's him."

"They're separating." Jethro whispered.

"No, they're not. That thing has evolved faster, it's controlling him!" Lily argued, and Dee Dee glanced at her but the others ignored her now.

"Mrs Silvestry," Hobbes called, "is that you?"

"Yes. Yes, it's me." Sky replied, smiling a little and the Doctor repeated: "Yes. Yes, it's me."

"I'm coming back. Listen." Sky encouraged as the Doctor repeated her a few seconds late. "It's me."

"It's me." The Doctor finished.

"Like it's passed into the Doctor." Jethro said numbly. "It's transferred. Whatever it is, it's gone inside him."

"No, it hasn't." Lily begged. "It hasn't."

"Look at them." Jethro argued, pointing at the Doctor and Sky, but Dee Dee whispered: "No. No, Lily's right, that's not what happened."

The group looked at Dee Dee incredulously and Val pointed out: "But look at her."

Sky was slowly moving her body, flexing and she smiled as she said: "Look at me, I can move."

A chill ran down Lily's spine- she had no doubt 'Sky' meant it. The thing controlling Sky's body could now move… and control the Doctor.

"Look at me." The Doctor began to repeat Sky, as Sky continued: "I can feel again."

"I can move. I can feel again."

"I'm coming back to life."

"I'm coming back to life."

"And look at him." Sky looked at the Doctor scornfully. "He can't move."

"And look at him. He can't move." The Doctor repeated.

Lily's heart clenched, as she realized… he really couldn't.

Sky looked up as she called pleadingly: "Help me."

"Help me." The Doctor repeated and Lily's heart shattered, freezing her in place.

"Professor?" Sky pleaded as she held out a hand.

"Professor?" The Doctor repeated as Hobbes's eyes widened and he flinched a little away.

"Get me away from him." Sky pleaded, and the Doctor repeated: "Get me away from him."

"Please." Sky begged as she stretched out her hand and the Doctor whispered: "Please."

Lily clenched her jaw and started to move, only for Rickey to hold her firmly in place at the back as Hobbes moved slowly to take Sky's hand, helping her up and she breathed: "Oh, thank you."

"Oh, thank you." The Doctor repeated.

Lily struggled against Rickey as Jethro murmured in awe: "They've completely separated."

"It's in him." Biff hissed as he stared at the Doctor. "Do you see? I said it was him all the time."

Lily opened her mouth but Rickey suddenly slammed his hand over it, blocking her off as though he'd known that was what she would do. She glared at him, ready to bite his hand but he shook his head warningly.

There was something in his eyes, something like despair but grim determination, and that more than anything was what made Lily pause as Val murmured in shock: "She's free. She's been saved."

"Oh, it was so cold." Sky sighed, and the Doctor repeated: "Oh, it was so cold."

"I couldn't breathe." Sky added, and Lily closed her eyes as the Doctor repeated stiffly: "I couldn't breathe."

"I'm sorry." Sky apologized, and the Doctor repeated. "I must have scared you so much."

"-Scared you so much." The Doctor finished in a whisper and Lily whimpered, wanting to reach for him.

Dee Dee looked between Lily, Sky, and the Doctor while Val sobbed and she cried as she reached out to hug Sky, patting her and saying soothingly: "No, no, it's all right. I've got you. Ooo, there you are, my love. It's gone. Everything's all right now."

"I wouldn't touch her." Dee Dee suddenly warned, and Rickey and Lily looked over while Biff argued: "But it's gone. She's clean. It passed into him."

He nodded at the Doctor, and Dee Dee argued: "That's not what happened."

"Thank you," Hobbes said impatiently, "for your opinion, Dee, but clearly Mrs Silvestry has been released."

"No." Rickey chimed in, and Val snapped: "Just leave her alone. She's safe, isn't she? Jethro, it's let her go, hasn't it?"

"I think so, yeah." Jethro murmured. "Looks like it. Professor?"

"I'd say, from observation," Hobbes said slowly, "the Doctor can't move. And when she was possessed, she couldn't move, so-"

"Well, there we are then." Biff said in satisfaction. "Now the only problem we've got is this Doctor."

"No, it isn't." Lily argued, finally breaking away from Rickey. "That thing had learn, remember? It learnt to copy our speech, it learns and the more we spoke and opened ourselves the more control it had."

"So?" Val asked waspishly, and Rickey pointed out: "So, why couldn't it have learnt to move?"

"Well, explain how the Doctor's not moving then." Hobbes countered, gesturing at the Doctor.

"Exactly." Lily argued. "Who out of us can control a person's body? Only that thing!"

"How do we know?" Biff snarled. "We don't know him, or you for that matter."

"And he's not human." Jethro added. "He could be capable of anything."

"And it can kill us." Val agreed. "If it's inside him."

"It's inside his head." Sky agreed, and the Doctor repeated.

"It killed the driver-"

"It killed the driver-"

"-And the mechanic."

"-And the mechanic."

"And now it wants us." Sky warned, and the Doctor repeated: "And now it wants us."

"I said so." Val cried, and Lily snapped: "Oh, tell us something we don't know! Of course it wants us, but what you're getting wrong is that it's still inside Sky, not the Doctor!"

"Oh, look at you!" Val shouted back. "All high and mighty, just like him! Thinking you're so much cleverer than us!"

"She doesn't have to think!" Rickey cried in agitation. "You're proving it to me right now, because none of you are thinking straight."

"If you thought about it, isn't the timing a little too coincidental?" Lily questioned. "You all started to blame the Doctor and suddenly the thing only starts to copy him, laying further suspicion on him. Supposedly Sky comes back to normal, and the Doctor's suddenly unable to move. If the Doctor's really to blame for this, why would he make himself more suspicious?"

"Because he's the idiot." Biff scoffed, and Lily glared at her.

But they were all surprised when Rickey lunged forward, grabbing Biff by the collar as he warned darkly: "Don't you dare call him that. No-one has the right to call him that, and most certainly you."

Biff blinked, taken aback and looking slightly wary as he stared at the strong young man currently holding him.

"See?" Hobbes cried. "Why should we trust you lot, so ready to hurt us?"

Rickey let go of Biff, scowling at Hobbes this time, but Sky piped up: "This is what he wants."

"This is what he wants." The Doctor repeated.

"He's waited so long." Sky sighed.

"He's waited so long." The Doctor repeated, and Val looked around, frightened.

"In the dark." Sky purred, and the Doctor repeated: "In the dark."

"And the cold."

"And the cold."

"And the diamonds."

"And the diamonds."

"Until you came." Sky murmured, and the Doctor repeated: "Until you came."

Biff looked at the Doctor fearfully, as did Hobbes while Sky moaned: "Bodies so hot."

"Bodies so hot." The Doctor repeated, and Sky added: "With blood."

"With blood." The Doctor repeated, and Jethro blanched.

"And pain." Sky hissed, and the Doctor repeated: "And pain."

"Stop." Val cried. "Oh, my God, make him stop. Someone make him stop."

"But she's saying it." Dee Dee protested, but Val snapped: "And you can shut up."

"But it's not him, it's her." Dee Dee cried. "Lily's right- he's just repeating."

"But that's what the thing does, it repeats." Biff countered, and Rickey snapped: "Just let her talk."

"What do you know?" Biff shouted. "Fat lot of good you've been. You both!"

He gestured at Rickey and Lily, and Rickey snarled: "If you know what's good for you, you'll listen to what the Doctor said and leave Lily out of this!"

"Stop!" Lily shouted as Biff's eyes narrowed angrily. "You seem to think we're prejudiced," she gestured at herself and Rickey, "so just listen and hear Dee Dee out."

Biff glared but stayed silent for the moment as Dee Dee said shakily: "I think. I mean, from what I've seen, I agree with Lily. It repeats, then it synchronises, then it goes on to the next stage, and that's exactly what the Doctor said would happen."

"What, and you're on his side?" Biff demanded, and Dee Dee exclaimed: "No."

"The voice is the thing." Jethro pointed out, but Dee Dee countered: "And she's the voice."

She gestured at Sky as she cried: "She stole it. Look at her. It's not possessing him, it's draining him."

"But that's not true, because it can't." Val retorted. "Because I saw it pass into him. I saw it with my own eyes."

"So did I." Biff agreed, and Dee Dee cried in exasperation: "You didn't."

"It went from her, to him." Val snapped furiously. "You saw it, didn't you?"

She turned to her son, who looked doubtful.

"I don't know." He whispered, and Val snapped: "Oh, don't be stupid, Jethro. Of course you did."

"Don't call him stupid, when you're clearly the stupid one." Lily snapped, starting to feel fear creeping into every cell in her body. "You insist you saw it move, but did you see anything? You just saw the Doctor start to repeat her!"

She pointed at Sky, but Biff scoffed: "Everyone else saw it. Everyone."

"I suppose he was right next to her." Jethro said reluctantly, while Dee Dee cried: "No, Lily's right, _again_ , you didn't see it. You're just making it up. I know what I saw, and I saw her stealing his voice."

"They're as bad as him." Val sneered. "Someone shut them up."

"Touch Lily, and I don't care what I promised I'll kill you all myself." Rickey threatened.

They all glanced at him, even Lily who stared at him in complete confusion.

"You're throwing your lot in with them?" Val demanded, but Rickey stayed firm as he answered darkly: "I know Lily and the Doctor, better than any of you know, and I _know_ that they're right and have been this entire time!"

"So you admit to being in it with him!" Biff shouted in an outrage, pointing at the Doctor and Rickey ground his teeth.

"It's not him-" Dee Dee tried again, but Hobbes said sternly: "I think you should be quiet, Dee."

"Well, I'm only saying-" Dee Dee began, but Hobbes shouted sharply: "And that's an order!"

Dee Dee gasped, staring at him and Hobbes hissed at her: "You're making a fool of yourself, pretending you're an expert in mechanics and hydraulics, when I can tell you, you are nothing more than average at best."

"How dare you!" Lily shouted at him in an outrage. "You may say that, but if she's a fool and average, then what are you when she's clearly proving herself cleverer than you?"

"Now, see here!" Hobbes thundered at her. "You and your Doctor may think you're so much better, but I can tell you I am a Professor, with a real and provable degree, at the most prestigious university in this part of the galaxy! And I won't tolerate having some silly little girls telling me what to do!"

Rickey's eyes flashed dangerously, when suddenly Sky piped up calmly: "That's how he does it."

"That's how he does it." The Doctor repeated into the silence that had followed.

"He makes you fight." Sky explained, and the Doctor repeated: "He makes you fight."

"Creeps into your head…"

"Creeps into your head."

"And whispers." Sky purred, and the Doctor repetaed: "And whispers."

Lily turned to stare at the back of the Doctor's head as he sat frozen, alone, in the side of the room while the others shivered as Sky ordered: "Listen."

"Listen." The Doctor repeated.

"Just listen." Sky continued, closing her eyes and the Doctor repeated: "Just listen."

"That's him."

"That's him."

"Inside." Sky purred and the Doctor repeated as a tear hung ready to fall in his eye, unseen by any of them: "Inside."

"Throw him out!" Biff shouted, and Val wailed: "Get him out of my head."

"Yeah, we should throw him out." Biff agreed, and Lily whipped around to stare at him in alarm while Val snapped: "Don't just talk about it, just. You're useless. Do something."

"I will." Biff exclaimed. "You watch me. I'm going to throw him out."

"Over my dead body!" Lily yelled as she ducked before Rickey could grab her and placed herself between the Doctor and Biff.

"Then I'll throw you out with him!" Biff yelled, and Lily shouted back: "Go ahead! I won't leave him alone, not ever!"

"You asked for it!" Biff yelled, and Dee screamed: "Stop!"

"Doctor, you have to break free, you have to save Lily!" Rickey yelled, while Biff shouted: "Val, get her!"

Lily punched Biff, hard, and he spluttered as his nose broke. Val screamed as she grabbed at Lily, and the pair fought as Biff grasped his nose but reached the Doctor anyway.

"Yes." Sky cooed, and the Doctor repeated.

"Throw him out." Sky hissed, and the Doctor repeated: "Throw him out."

"Get rid of him." Sky ordered, and the Doctor repeated: "Get rid of him."

"Shut up!" Lily cried. "Doctor, Doctor, please!"

"Get rid of them both." Sky said triumphantly and the Doctor choked: "Get rid of them both."

"Now." Sky prompted and the Doctor bit out: "No…w."

Biff hauled the Doctor up, struggling even though the Doctor was basically dead weight in his arms, and he called: "Professor, help me."

"Don't!" Dee Dee cried, and Biff snapped: "It was your idea. Professor!"

"I can't. I'm not." Hobbes stumbled, his face draining of colour as he was actually faced with the prospect of killing someone. Jethro was also watching, his face torn and indecisive as he looked between his father and his mother fighting Lily as Lily screamed bloody murder for the Doctor.

"What sort of a man are you?" Biff demanded. "Come on."

Hobbes hesitated for a moment before moaning as he hurried forward to help Biff while Val screamed: "Jethro, help me!"

"What?" Jethro cried, appalled, and Val shouted viciously: "Just do it!"

Jethro threw his hands up in despair before he moved to help his mother grab Lily.

"Doctor!" Lily screamed, when Sky suddenly gasped.

They glanced over to see Rickey had caught Sky in a deadly chokehold and was dragging the woman, kicking and shrieking, back towards the back of the cabin.

"What are you doing?" Hobbes cried in alarm, but Rickey bit out determinedly: "I'm making sure you can't doubt the Doctor now."

"What are you doing, man?" Biff demanded, but Rickey's arms suddenly tightened around Sky as she shrieked furiously.

"Throwing… her… out." Rickey bit out, and Val paused with her hands in Lily's hair from where she was about to haul the girl physically across the ground.

"What?" She cried incredulously.

"So you are their companion!" Biff shouted and Rickey smiled bitterly.

"Of course." He replied. "And I'm glad I was."

He reached the door, and Lily was alarmed to see the amount of sweat on the man's face, his strained expression, the dark eyes... and his deadly lock on Sky. As though afraid to loosen his grip even the slightest… or as though he couldn't.

"Wait!" Lily cried. "Wait, Ric-!"

"No." Rickey shook his head. "You can't stop this anymore."

"But, it's trying to control you now!" Lily cried, tears starting to form in her eyes. "You can't send her out without throwing yourself out as well!"

Hobbes started while Biff and Val hesitated for the first time but Rickey just nodded.

"And it's hoping that'll be enough to stop me." He smiled a little grimly. "Unfortunately, my life isn't worth the Doctor's."

He stepped closer to the door and Lily's heart clenched.

"Wait-!" Lily begged, but Rickey just gave her a gentle smile.

"I can't." He admitted. "I can feel my control slipping and if I wait any longer, it'll just open the door and let you all be killed."

Lily's eyes widened and everyone looked on in panic. Rickey ignored them, simply focusing on Lily and the back of the Doctor's head, sitting between Biff's arms.

"The thing is, I sort of guessed." He said quietly, so quietly Lily wasn't sure she'd heard him right. "When neither of you recognized me, yet you knew me when we supposedly first met."

"What?" Lily asked, surprised, but he just shook his head as he gazed at her sadly, saying softly: "So you've always known how I die."

"What do you mean?" Lily cried, but he shook his head and smiled gently.

"Goodbye, Lily, Doctor." He murmured. "It was… truly a pleasure knowing you. And I'm so sorry."

The Doctor's head turned slightly to stare at Rickey as the man shoved his whole body on the emergency exit. It flew open and alarms blared and everyone screamed, including Sky and the Doctor, while Rickey counted firmly: "One, two, three, four, five, six."

The pressure wall collapsed, sucking Sky and Rickey out into space and the door slammed shut behind them. Biff and Hobbes dropped the Doctor in shock, and he collapsed on his stomach as Val let go of Lily to clutch Jethro in terror.

Lily sat, gasping for breath as she stared at the door with wide eyes, a single tear falling down her cheek. The Doctor slowly sat up as everyone stood breathing heavily, and he gasped: "It's gone."

Lily turned to him, staring at him as he looked at her.

"It's gone." He gasped, and Lily chocked on a sob as she reached out for him across the aisle floor.

The Doctor clutched Lily to him as he muttered numbly: "It's gone."

Lily sobbed as she clung to the Doctor, burying her face into his chest as the tears began to fall thick and fast as the shock wore off and she was left with the horror of what Rickey had done, the terror of almost losing the Doctor, and the relief that he was all right.

"It's gone." The Doctor whispered as he patted Lily's back, soothing her and trying to calm his own hearts down as he told himself that they were both alive and all right while also trying to deal with the guilt of the brave host's death. "It's gone, it's gone, it's gone. It's gone, it's gone, it's gone."

The rest of the passengers were also just starting to realize what had happened and as the shock settled and their emotions fully sank it, they in turn sank to their knees. Hobbes whimpered as he pressed his hands to his mouth, suddenly ashamed and ashen to find he'd almost thrown an innocent man overboard. And that it had taken the death of another innocent to wake him.

Dee Dee clung to the seats, sobbing as she felt the weight of her words, having been the first to suggest murder. Jethro was another one crying as he sat on the ground between two seats, rubbing his hands over his face as he shook with the realization that he'd almost been an accomplice to murder.

Biff fought the guilt of being the instigator as he sank to the ground in the front corner of the room, gasping as he stared with a heavy heart at the emergency exit and at the sobbing girl in the Doctor's arms. Val meanwhile sat in a chair at the side, breathing heavily as she stared at the door and then at the Doctor as he slowly raised his head.

They accidentally met eyes and Val blurted out: "I said it was her."

Lily wailed while the Doctor gave Val a disgusted look, before leaning his head back down over Lily's as she cried into his chest. Val bowed her head, her face filling with guilt and regret as silence fell, the only sound coming from the sniffles from the others as they cried and the muffled wails of the brunette woman in the centre.

* * *

Twenty minutes later, a voice called over the intercoms: "Repeat. Crusader Fifty rescue vehicle coming alongside in three minutes."

The group all glanced up before looking back down, except for the Doctor and Lily who remained sitting numbly on the ground to the side, staring despondently at the floor.

"Door seals set to automatic. Prepare for boarding. Repeat. Prepare for boarding."

"The host." The Doctor suddenly asked. "What was his name?"

The rest hesitated, not knowing the answer, but Lily said softly: "Rickey. He said his name was Rickey."

She swallowed before she added shakily: "He was married. He said he was headed home after this trip…"

There was another silence as the others bowed their heads in further shame, and the Doctor hugged Lily tighter.

"No last name?" The Doctor asked quietly, and Lily shook her head.

"He never said." She answered sadly.

* * *

Lily and the Doctor walked into the spa Donna had been spending the day at, catching her just as she paced back and forth once more in the middle of the room. She spotted them as she turned, and stopped, taking in their faces for a moment before she strode over determinedly.

Donna placed one arm around the Doctor and the other around Lily before pulling them both into a close embrace. No words needed to be said as the three all clung to each other, Donna so grateful they'd made it back safe while Lily and the Doctor took the moment to just feel a friendly and humane warmth.

* * *

"What do you think it was?" Donna asked softly, and the Doctor shrugged.

"No idea." He sighed.

"Do you think it's still out there?" Donna asked carefully and Lily bowed her head.

There was a beat of silence before Donna sighed and she said firmly: "Well, you'd better tell them. This lot."

"Yeah." The Doctor muttered. "They can build a Leisure Palace somewhere else. Let this planet keep on turning round an Xtonic star, in silence."

He stared into thin air, falling into deep thought and Donna examined the pair carefully. There was more than they'd let on, and she had a suspicion that it had to do with the person who'd sacrificed himself for them. Neither had said much about the man who'd supposedly saved them all, and both changed subjects whenever he came up.

Donna sighed quietly, but didn't press them. Lily, at the very least, would tell her when she was ready.

Instead, trying to attempt levity, Donna joked: "Can't imagine you without a voice."

The Doctor had to smile a little, and he shrugged: "Molto bene."

Lily also smiled a little, and Donna grinned triumphantly before repeating teasingly: "Molto bene."

Lily's face immediately blanched, while the smile dropped from the Doctor's and he said sternly: "No, don't do that. Don't. Don't."

Donna nodded, bowing her head and they lapsed into silence once more as the three fell into their own thoughts.


	114. 401 Turn Left

Lily laughed as she wandered about the alien market with the Doctor and Donna, her eyes wide with excitement as they took in all the strange new sights. Pagodas could be seen in the distance in every direction and flying cars soared overhead as they walked about the market place deep in the streets of the city.

The banners and music reminded her of China, and even the colours of the various banners and decorations seemed reminiscent of East Asia with their rich reds and golds.

The Doctor was as enthusiastic as the pair, leading them through the packs of people to try and taste various things at different stalls. Lily couldn't say she enjoyed _everything_ , but the experience more than made up for the few things she didn't like. The Doctor also seemed to be taking special care to pick things he thought they'd enjoy.

Lily smiled- the nasty incident on their first market outing in the far corner of the galaxy in the year two billion, where the Doctor had jokingly tricked Donna into eating Alien dung, was evidently still fresh in the Doctor's mind.

"Oh, ho, ho." The Doctor cried suddenly, breaking Lily from her thoughts as he grabbed a cup of some strange foaming liquid.

"I'd rather have a water." Donna said skeptically, but the Doctor insisted: "You are going to love it."

He handed her the cup before picking up one for Lily and one for himself. Donna relaxed a little more as she saw Lily peering at her cup, and the Doctor beamed.

"One, two, three!" He tapped his cup against Lily's in a toast before downing the contents and Lily and Donna followed.

A smile broke out on both women's faces as the warm, sweet yet savoury liquid filled their stomachs and left a wonderful tingle.

"Lovely!" Donna proclaimed while Lily smiled: "I love it."

"I love you." The Doctor teased, making Lily laugh and Donna roll her eyes good-naturedly.

The group moved on, Donna raising her eyes at some of the strange fruits. Lily became intrigued at one stall in particular, examining a very peculiar round fruit with spikes all over it. The Doctor stopped beside her, offering to buy it for her and he started to haggle for a price while Donna wandered on ahead in disinterest.

Or, that's what she let them believe. Lily was excellent at managing the strange combination of the couple and Donna, and the redhead hardly ever felt like a third wheel in their company. If anything, Lily seemed to search her out more often than the Doctor whenever they were out and about, enjoying chatting and laughing with the companion while the Doctor did his own thing.

But Donna was aware that they were a couple and would sometimes want that couple time. Generally, when they were being chased by aliens or soldiers or even just one very angry shopkeeper, she didn't care if the Doctor and Lily wanted to be lovey-dovey. It was every woman for herself, and really who could blame her.

But on calm outings like this, she sometimes snuck off to let them have some time alone. And it was a good opportunity to explore without the Doctor's constant nagging- honestly, he was such an old worry wart sometimes. Ironic given he was usually the trouble-magnent.

Donna wandered around, looking about at the various stalls, when suddenly a voice called after her: "Tell your fortune, lady."

Donna looked back questioningly to see a young woman, dressed in black and golden yellow robes and standing before a mysterious red tent, smiling at her as she offered: "The future predicted. Your life foretold."

"Oh, no thanks." Donna smiled politely, but the fortuneteller explained: "Don't you want to know if you're going to be happy?"

"I'm happy right now, thanks." Donna denied again politely but the fortuneteller said insistently: "You got red hair. The reading's free for red hair."

Donna laughed at that, and she finally gave in good-naturedly: "All right, then."

She followed the woman into the tent, where the fortuneteller sat her down and began to read her palms.

"Oh, you fascinating." The fortuneteller exclaimed. "No, but you good. I can see a man."

Donna snorted, but the fortuneteller went on calmly: "The most remarkable man. How did you meet him?"

"You're supposed to tell me." Donna teased, and the fortuneteller smiled as she countered lightly: "I see the future. Tell me the past. When did your lives cross?"

"It's sort of complicated." Donna shrugged, and the fortuneteller waited.

Donna explained: "I ended up in a spaceship on my wedding day. Long story."

"But what led you to that meeting?" The fortuneteller asked, and Donna smiled as she replied: "All sorts of things."

The young woman waited, so Donna paused to think before she answered: "But my job, I suppose. It was on Earth, this planet called Earth, miles away." She added in explanation. "But I had this job as a temp. I was a secretary at a place called HC Clements."

Donna suddenly gasped as she had a flashback to her time temping, before she was thrust back to the present. She swayed slightly, muttering distractedly: "Oh. Sorry."

"It's the incense." The young woman said swiftly, smiling as she continued to touch Donna's palm.

"Just breathe deep. This job of yours. What choices led you there?" She prompted and Donna frowned.

"There was a choice, six months before," she remembered, "because the Agency offered me this contract with HC Clements, but there was this other job. My mum knew this man…"

Donna was sucked back into another flashback as she remembered her mother explaining.

 _"Jival, he's called. Jival Chowdry?"_

 _Donna rolled her eyes as she got into the driver's seat of the car while Sylvia got into the passenger seat, continuing: "He runs that little photocopy business and he needs a secretary."_

 _"I've got a job." Donna snapped, saying each word distinctly, but Sylvia scoffed: "As a temp. This is permanent, it's twenty thousand a year, Donna."_

 _Donna strapped the seatbelt on as she said firmly: "HC Clements is in the City. It's nice, it's posh, so stop it."_

 _Sylvia frowned while Donna turned on the car engine…_

Donna blinked as she returned to the present, and the fortuneteller breathed: "Your life could have gone one way or the other. What made you decide?"

"I just did." Donna answered confusedly, but the fortuneteller pressed: "But when was the moment? When did you choose?"

Donna frowned as she remembered…

 _They were waiting at a junction and as a van drove passed before them, Sylvia urged: "It won't take long. Just turn right. We'll pop in and see Mister Chowdry, so Suzette can introduce you."_

 _"I'm going left." Donna scowled. "If you don't like it, get out and walk."_

 _"If you turn right, you'll have a career, not just filling in." Sylvia snapped, and Donna retorted angrily: "You think I'm_ so _useless."_

 _"Oh, I know why you want a job at HC Clements, lady." Sylvia scoffed. "Because you think you'll meet a man with lots of money and your whole life will change. Well let me tell you, sweetheart. City executives don't need temps, except for practice."_

 _"Yeah." Donna fired back. "Well, they haven't met me."_

 _And with that, she turned left._

Donna gasped as she returned again to the present, and the fortuneteller murmured: "But what if you turned right? What then?"

Donna struggled to concentrate, feeling woozy between the incense, the flashbacks, and the feeling of the fortuneteller's hands on her palms.

"Let go of my hands." Donna muttered, but the fortuneteller urged: "What if it changes? What if you go right? What if you could still go right?"

"Stop it." Donna ordered, before she flinched as something hit her back,

"What's that?" Donna asked in a panic as she felt something crawl up her back. "What's on my back? What is it? What, what's on my back?"

"Make the choice again, Donna Noble," the fortuneteller ordered, "and change your mind. Turn right."

A hooked claw appeared over her right shoulder unbeknownst to Donna, who murmured numbly: "I'm turning."

"Turn right." The fortuneteller urged as another claw appeared over Donna's left shoulder. "Turn right. Turn right!"

 _And in the car, Sylvia sneered: "Well, let me tell you, sweetheart. City executives don't need temps, except for practice._ "

 _Donna sighed and she muttered:_ _"Yeah. Suppose you're right."_

 _She switched her signal to right and turned to the right instead, following the van's path as the fortuneteller's voice hissed: "Turn right, and never meet that man. Turn right, and change the world!"_

* * *

 _Alternate future_

Donna had been out celebrating Christmas with her coworkers – and brag about her promotion - when suddenly a cry from one of her coworkers came for them to all see a giant flying star in the sky… only for the star to start shooting at the city.

Donna frowned as she followed the star, walking down the streets until she reached a barricade just in time to see the tanks firing at the star.

"Everyone, stay back." A soldier called to other bystanders as people hesitated. "The Thames has been closed. Return to your homes. Keep away from the river, and that's an order."

As the people slowly dispersed, Donna quietly snuck around to the back of one of the Army trucks, waiting. She peered out as the officer stood by one of the trucks and a medical vehicle, when a voice called over his comms: "Trap One to Greyhound Fifteen. What is your report? Over."

"From the evidence, I'd say he managed to stop the creature." Greyhound Fifteen, or Soldier Harris, replied grimly as he stared out into the street. "Some sort of red spider. Blew up the base underneath the barrier, flooded the whole thing. Over."

"And where is he now? Over." The other voice called and Harris hesitated.

"We found two bodies, sir." Harris replied quietly. "Over."

There was a pause, and the soldier watched as the ambulance personnel brought over two stretchers, covered with a white sheet each.

"Is it him? Over." The voice called at last, and Harris reported: "I think so. He just... didn't make it out in time."

Donna watched as the medics moved first one and then the stretcher, and just as the second stretcher was lifted up an arm dropped from under the blanket and dropped a sonic screwdriver to the ground.

"The Doctor is dead." Harris reported grimly. "Must have happened too fast for him to regenerate. Evidence also suggests he may have chosen not to regenerate. Over."

"Explain, soldier. Over." The voice called, and Harris explained: "The other body we found… DNA scans confirm it was Lilian Tyler, sir. Cause of death reported to have been the spider. Over."

"Confirm? Over." The voice called, and Harris replied bluntly: "Her throat was slit by a large claw, sir. No mistakes. Over."

There was a beat of silence before the voice called grimly: "Proceed. Over."

"Yes, sir. Over." Harris replied, before switching off his comm and calling: "Escort the ambulance back to UNIT base."

Donna frowned as she walked out, staring at the disappearing ambulance before turning and walking way with a puzzled expression, just as a blonde woman ran up behind her.

"What happened?" The young woman cried as she ran over. "What did they find? I'm sorry," she stopped Donna, "did they find someone?"

"I don't know." Donna admitted. "Someone called Lilian Tyler, and a bloke called the Doctor, or something."

The blonde girl's face became, if possible, even more anxious and she asked urgently: "Then, where are they?"

"They took them away. They're dead." Donna explained, and the change on the blonde's face was instantaneous.

The girl slowly turned to face Donna, her face draining of all colour despite her having run here as she stared at Donna in horror.

"I'm sorry, did you know them?" Donna asked kindly. "I mean, it might not be them. They didn't even say his name. Could be any doctor."

"I came so far." The girl whispered mournfully.

"It, it could be anyone." Donna tried comfortingly, when the girl whipped around and stared at Donna intently.

"What's your name?" She asked suddenly, and Donna frowned slightly as she answered in confusion: "Donna. And you?"

The girl glanced at Donna's back, puzzled, as she answered evasively: "Oh, I was just passing by. I shouldn't even be here. This is… wrong."

Her eyes kept drifting to Donna's back and Donna frowned, glancing back as the girl continued: "It's wrong. This is so wrong. Sorry, what was it? Donna what?"

"Why do you keep looking at my back?" Donna demanded, and the blonde quickly turned her eyes away as she mumbled: "I'm not."

"Yes, you are." Donna snapped and the blonde glanced up. "You keep looking behind me. You're doing it now."

The girl quickly averted her eyes again while Donna demanded: "What is it?"

She tried to peer at her back to see as she asked: "What's there? Did someone put something on my back?"

She turned back to the blonde, before blinking in shock as she found herself speaking to thin air and facing an empty street.

* * *

Since that day, strange things continued, the Royal Hope hospital disappearing to the moon in a thunderstorm – amidst rain that had apparently lifted up, defying gravity - and then magically reappearing with only one survivor. A medical student named, Oliver Morgenstern, who claimed they had been attacked by what appeared to be 'talking rhinos'.

The shaken student had attributed his survival to fellow student Martha Jones, who had given him the last oxygen tank at the cost of her own life; and a woman called Sarah Jane Smith, later revealed to have been a freelance investigative journalist who had disabled a live MRI bomb that could have leveled half the planet if the reports could be believed.

Then there was the next Christmas, when a scale replica of the Titanic, yes the bloody Titanic, fell out of the sky and crashed into Buckingham Palace, killing millions. It had been sheer luck (and possibly strange advice from a mysterious blonde) that they'd survived. After which, America went into crisis as sixty million people died after 'dissolving into fat'. Literally.

Barely days later, ATMOS devices released poisonous fumes into the air, choking several countries and killing thousands. It had only been saved when the Torchwood team sacrificed themselves to purify the atmosphere. Gwen Cooper, Ianto Jones, Captain Jack Harkness… just names to her. Names who had deserved to be so much more but no-one would know.

But names she did know. Rocco Colasanto. His wife, his mother, his sister, his sister's family and their grandchildren. Taken away to 'labour camps'. Breaking Donna and her grandfather… even her mother's hearts.

And that very night, the stars went out in the sky. Every single star. Exactly as the mystery blonde had said.

And that wasn't even all of it. Every time Donna had run into the mysterious blonde since that first Christmas night, the girl would act strangely. First of all, she'd act like she knew Donna, and second of all she kept staring at Donna's back. Just like everyone else did- and it seriously freaked Donna out.

But that wasn't even the strangest thing with the blonde. It was like she knew the future. No, she knew the future. Not only had she forewarned Donna to stay away from London before the Titanic, but she'd been the one to tell Donna about Torchwood and what had happened with ATMOS.

And about the man called Doctor and the girl called Lily.

But what terrified Donna was that she knew this mystery blonde was right, was always right. And she'd stated that when Donna joined her… Donna would die.

But this wasn't the time to be a baby. The signs had been there for too long and this was the final straw.

Donna turned away from her grandfather, looking the mystery blonde right in the eyes as she said at last, her tone firm: "I'm ready."

And the mystery blonde had nodded at her.

Together, they went to a warehouse in the middle of nowhere. It looked like any other abandoned warehouse… except that it was crawling with UNIT soldiers. And most importantly, although Donna didn't remember it at the time, stood the Tardis in the centre of the courtyard.

And though Donna didn't remember the blue police box, it was only with the Tardis's help that Donna had finally managed to see the creature clinging to her back. If it could even be called such a thing.

According to Rose, it was a creature that fed off time, by changing time. By 'making someone's life take a different turn, like meetings never made, children never born, a life never loved'. Basically… they didn't know what it was either.

But it looked like a giant stag horn beetle, it felt like a giant stag horn beetle and it freaked Donna out like a giant stag horn beetle. And it was hanging on her back, persistently, perpetually, indefinitely, and eternally, unless she did something about it.

And apparently that something had to do with some random day in her life when she'd turned right instead of left – yes, that was all she'd done, the only 'crime' she had committed – and failed to meet Lily and the Doctor. Thereby failing to save Lily from death as the Empress of the Racnonss simply killed her and Lance before the Doctor could get there. Thereby driving the Doctor into killing the Racnoss in cold blood, only to die himself as he had no Lily to stop him. Thereby resulting in all the alien horror attacks hence.

All because she, Donna Noble, turned right instead of left on Monday the 25th, one minute past ten in the morning. What had she done to ever deserve such luck?

That was the question in Donna's mind when she was strapped into a time travel jacket and stood in the centre of a makeshift time machine that they weren't even sure worked, off to try change her fate by one minute past ten (seriously? It couldn't just be ten?) without an actual plan on how to change her fate. Brilliant, Donna. Absolutely brilliant.

' _And I'm still going to die._ ' Donna thought dryly as she ran down Sutton Court, because apparently UNIT didn't know the difference between Sutton Street and Sutton Court, needing to run half a mile in less than four minutes.

' _Gotta love the running._ ' Donna thought sarcastically before she almost stumbled. That… had sounded oddly familiar.

She shook herself, reminding herself of the current stakes and she started running for her life again as she desperately tried to get to the junction the mysterious blonde had told her about.

But she was already out of breath and exhausted as she checked her watch. She had one minute, and Donna realized in that moment: "I'm not going to get there."

She paused as she remembered the mystery girl saying to her sincerely and apologetically: " _You're going to die._ "

Donna stared down the street, breathing heavily even as the blood drained from her face as she stared at the familiar van driving down the street towards her.

She remembered seeing the van pass her at the junction now, and she remembered turning on the right indicator at this moment.

"Please." Donna whispered before she took a deep breath and stepped out in front of the van.

The driver quickly stepped on the brakes, but Donna was too close. She closed her eyes as a woman screamed. The driver jumped out of his van, waving wildly for the cars behind him to stop and causing a block in the road as he ran to check on the person he'd hit.

Meanwhile, in the car, Donna and Sylvia saw the traffic stopping on the right side of the road and Donna, impatient as always, switched to go to the left.

In the street, Donna blearily saw the mysterious blonde appear before her again and the girl murmured gently to Donna: "Tell him this. Two words."

The young woman knelt down and whispered in Donna's ear, before she leant back and away. She turned away as Donna closed her eyes for the last time, and she died.

* * *

 _Present_

Donna screamed, staring at the ground. The fortuneteller was lying on the ground, glaring at Donna balefully but Donna didn't care as she stared at the floor behind her.

"What the hell is that?" Donna demanded, revolted, as she stared at the giant stag horn beetle lying twitching and then unmoving on the ground.

"You were so strong." The fortuneteller breathed as she stared at Donna fearfully. "What are you? What will you be? What will you be?"

She ran out the back, running away and Donna stared after her and then down at the beetle in absolute repulsion.

She looked up sharply as a voice called: "Donna!"

Donna stared as first Lily, and then the Doctor, popped their heads in through the tent entrance.

"There you are." Lily sighed in relief while the Doctor checked: "Everything all right?"

Donna stared at them dumbly for a moment before she breathed: "Oh, God."

Lily blinked, startled, as Donna reached forward and hauled the pair into a tight hug.

"Donna?" Lily asked curiously, and the Doctor added blankly: "What was that for?"

"I don't know." Donna admitted breathlessly.

It was slipping away from her, but for some reason seeing her friends alive and well, made Donna feel so immensely grateful she teared up as she hugged them tightly while they stared at each other, puzzled by Donna's reaction.

* * *

Later, the Doctor was prodding the dead beetle with a stick as they all sat at the fortuneteller's table while Donna explained to Lily: "I can't remember. It's slipping away. You know like when you try and think of a dream and it just sort of goes."

Lily nodded thoughtfully, before glancing at the Doctor as he announced, turning back to them: "Just got lucky, this thing. It's one of the Trickster's Brigade. Changes a life in tiny little ways. Most times, the universe just compensates around it, but with you?"

He looked pointedly down at Donna as he murmured: "Great big parallel world."

Lily started at that, while Donna stared.

"Hold on." Donna protested. "You said parallel worlds are sealed off."

"They are." The Doctor answered, looking at Donna thoughtfully. "But you had one created around you. Funny thing is, seems to be happening a lot to you."

Lily's expression turned pensive while Donna asked warily: "How do you mean?"

"Well, The Library and then this." The Doctor shrugged.

Lily pursed her lips while Donna shrugged and said lightly: "Yeah, but that was with Lily too. Just goes with the job, I suppose."

She smiled at the younger brunette, but Lily was still looking very thoughtful while the Doctor said slowly: "Sometimes I think there's way too much coincidence around you, Donna. Lily and I met you once, then we met your grandfather, then we met you again. In the whole wide universe, we met _you_ for a second time. It's like something's binding us together."

"Don't be so daft." Donna scoffed. "I'm nothing special."

"Not true." Lily corrected with a smile. "You're brilliant."

"You really are." The Doctor agreed, and suddenly Donna had a flashback.

 _"He and Lily thought you were brilliant."_ The mystery girl's voice echoed in her mind.

"She said that." Donna murmured, and both the Doctor and Lily stared at her.

"Who did?" The Doctor asked confusedly, and Donna said with a small frown: "That woman. I can't remember…"

"Well, she never existed now." The Doctor shrugged, but Donna argued: "No, but she said the stars. She said the stars are going out."

"Yeah, but that world's gone." The Doctor pointed out, and Donna answered with a deep, thoughtful frown: "No, but she said it was all worlds. Every world. She said the darkness is coming even here."

The Doctor's brows also furrowed while Lily asked, puzzled: "Who was she?"

"I don't know." Donna shrugged, so the Doctor asked instead: "What did she look like?"

"She was blonde." Donna replied and Lily blinked.

It could be unrelated… but she could only think of one blonde girl trapped in a parallel world, who would go around warning people about stars going out. But surely not…

"What was her name?" The Doctor asked a little sharply, clearly thinking along the same lines as Lily.

"I don't know." Donna admitted, but Lily reached over to grip Donna's arm as she asked anxiously: "Please Donna, try to remember. What was her name?"

"I…" Donna paused, before she remembered slowly: "But she told me to warn you. She said two words…"

"What two words?" The Doctor asked immediately, and Donna tried to remember.

The Doctor stared at Donna intently as he demanded: "What were they? What did she say?"

Lily was also waiting anxiously, and Donna remembered at last: "Bad Wolf."

Lily frowned, puzzled as the words rang a vaguely familiar bell, but the effect was instantaneous on the Doctor. His face lost all colour and he stared into space as though he'd gone into shock, alarming the two women.

"Doctor?" Lily asked worriedly, and Donna wondered: "Why, what does it mean?"

The Doctor didn't reply as he ran out the tent, and the two women exchanged looks before quickly dashing after him. He hadn't gone far, staring at the posters, the banners, everything with writing, and Lily gasped as she read the same message on every single one of them.

Bad Wolf.

And suddenly, she knew where she'd heard the words before: Mickey had briefly mentioned how Rose had found the Doctor, before this regeneration, because of the words 'Bad Wolf' written across the universe. And the werewolf from long ago, back in Victorian Scotland at the Torchwood Estate, he'd mentioned something about Rose having seen a wolf.

' _But it can't be…_ ' Lily thought in a mix of alarm and yet a small bit of hope.

She turned to the Doctor as he ran off, and she and Donna followed to find him standing before the Tardis, staring with wide eyes at the writing as even that read the same message instead of the usual writing.

"Oh, my God." Lily whispered, while the Doctor dashed into the Tardis.

"What's going on?" Donna demanded, and Lily admitted: "I don't know. But I have a really bad feeling about this."

They followed the Doctor inside anxiously, only to stop in the doorway, Lily's eyes widening in horror as she stared at the red-lit interior as the Tardis time vortex glowed red instead of its usual bright yellow. The Tardis cloister bell rang in a way she'd seen only once before, and Lily gasped: "Doctor."

"Doctor, what is it? What's Bad Wolf?" Donna demanded, and the Doctor explained numbly: "It's the end of the universe."

*A/N I seriously debated how to write this chapter, but without the Doctor and Lily, it was… really not that different from the episode. So I decided to just get through it quickly. Also, I'm really excited to do the next one where Rose (spoiler alert) finally makes her official comeback!


	115. 41-1 Stolen Earth

The Doctor was the first to dash out of the Tardis, looking around wildly as Donna and Lily ran out after him.

"Doctor?" Lily asked worriedly, also looking around at the regular looking street, and the Doctor muttered in confusion: "It's fine. Everything's fine. Nothing's wrong, all fine."

He spotted a milkman making his deliveries down the lane and he called to the other man: "Excuse me! What day is it?"

"Saturday." The man called back, and the Doctor repeated: "Saturday. Good. Good, I like Saturdays."

He continued to look around with a frown, when Donna piped up slowly: "So, I just met Rose Tyler?"

"Yeah." The Doctor replied, glancing briefly at Lily.

"But she's locked away in a parallel world." Donna protested, and Lily sighed: "Exactly, which means the impossible has to have happened."

"And that means?" Donna asked, and the Doctor turned to the redhead.

"If Rose can cross from her parallel world," he explained seriously, "to your parallel world, Donna, then that means the walls of the universe are breaking down, which puts everything in danger."

Donna stared, looking between her friends. Lily was watching the Doctor grimly while he looked around once more, finishing thoughtfully: "Everything. But how?"

He turned and ran back towards the Tardis, and Lily and Donna followed him inside. Lily glanced outside worriedly once more before shutting the door, just missing as the bottles on the milk truck began to shake violently and the tiles on the house roofs began to fall off, as though there were an earthquake… or worse.

Inside the Tardis, the Doctor hurried to pull levers and press buttons on the console, while Lily walked up slowly beside him.

"Do you think she really could be back?" Lily asked quietly, and the Doctor glanced at her as he heard the sliver of hope in her voice, deep beneath the worry at what the consequences of Rose's return might be.

"I'm afraid she could be." He answered grimly, and Lily swallowed, nodding as she fought to keep the joy at bay while concern washed through her.

Donna watched the exchange curiously, and she piped up in confusion: "The thing is, Doctor, no matter what's happening, and I'm sure it's bad, I get that…"

The Doctor moved around the console, getting ready to take them off, while Lily stayed beside Donna as the redhead glanced between the pair.

"But, Rose is coming back." Donna said tentatively. "Isn't that good?"

The Doctor glanced at Donna briefly, before looking away as he sighed: "Possibly."

"The problem, Donna," Lily explained, "is that Rose's return might mean-"

There was a bang and the Tardis suddenly shook violently, throwing them all to the side. The Doctor caught Lily swiftly, pulling her safely against him as he clung to the Tardis to stay upright while Donna went tumbling to the ground.

"What the hell was that?" The redheaded companion demanded as she pulled herself to her feet, and Lily gasped: "It came from outside."

"It can't have." The Doctor murmured, setting Lily quickly on her feet as he made for the doors.

Lily followed swiftly, arriving as the Doctor pulled the doors open to reveal… nothing.

Lily stared in utter horror while the colour drained from the Doctor's face.

"But we're in space." Donna protested as she stared outside, confused. "How did that happen? What did you do?"

The Doctor didn't answer as he ran back to the console, dashing up to the scanner to make sure nothing had changed.

"Doctor?" Lily asked faintly, and he confirmed in a stunned voice: "We haven't moved. We're fixed."

He stared at the scanner in horror as he murmured shakily: "It can't have. No."

He ran back to stare out the doors, stopping between Lily and Donna once more. He leant over to peer over Lily's shoulder out into space, re-checking the surroundings as though he didn't want to believe what he was seeing. And really, neither did Lily.

"The Tardis is still in the same place, but the Earth has gone." The Doctor murmured as reality sank in for all of them. "The entire planet. It's gone."

"Everyone we knew…" Lily whispered. "Martha, Jack… And if Rose is there-"

The Doctor slammed the doors shut, rushing back to the console and he began to press buttons and check the scanner furiously. Lily followed him swiftly, pulling out the Doctor's stethoscope as she started checking the Tardis interior, listening for some kind of interference or signal just like the Doctor had once taught her to in one of their Tardis lessons.

Donna came over numbly, staring at them before she asked slowly as panic began to grip her: "If the Earth's been moved, they've lost the Sun. What about my Mum? And Granddad?"

She stared at them pleadingly as Lily looked up quickly, and she dropped the stethoscope to come over as Donna whispered in horror: "They're dead, aren't they?"

"Sh, Donna, breathe." Lily said soothingly as she took the redhead into her arms while the Doctor glanced over.

Donna was starting to shake as she stared at her friends, and she whispered as her eyes flickered pleadingly over to the Doctor: "Are they dead?"

"I don't know, Donna." The Doctor replied softly, apologetically. "I just don't know. I'm sorry, I don't know."

A tear trickled down Donna's cheek as she whispered: "That's my family. My whole world."

"There's still hope, Donna." Lily murmured encouragingly, hugging Donna tightly. "Don't give up, yet. We just have to figure out what's happened. And I can't see your old granddad going without giving up a hell of a fight."

Donna had to smile a little at that, and Lily returned the smile encouragingly. The redhead nodded slowly, calming down again, while the Doctor focused back on the scanner.

"There's no readings." He muttered, and Lily glanced over. "Nothing. Not a trace."

He glanced at Lily, checking: "Did you find anything?"

"Nothing." Lily confirmed, shaking her head sadly. "Not even a whisper. It's like it was never there."

The Doctor's brows furrowed and he muttered thoughtfully as he straightened back up: "Oh, that is fearsome technology."

Donna took a deep breath before asking determinedly: "So what do we do?"

"We've got to get help." The Doctor answered grimly.

Lily stared at him as Donna demanded incredulously: "From where?"

"Who can we go to?" Lily wondered, equally puzzled, and the Doctor looked over at them very seriously.

"Lily, Donna," he stated, "I'm taking you to the Shadow Proclamation. Hold tight."

Donna blinked while Lily's jaw dropped as the Doctor took them off. They all clung on as the Tardis shook as it flew, Lily and Donna moving closer to the Doctor so that they were on either side of him as he drove.

"So go on then," Donna said a little scathingly, "what is the Shadow Proclamation anyway?"

"Posh name for police." The Doctor replied. "Outer space police. Here we go."

He pushed a lever, causing the Tardis to shudder and shift sideways, throwing Donna while the Doctor and Lily clung to the console.

Lily took the opportunity to lean in close to the Doctor, and she asked softly: "Are you sure it's a good idea to come here?"

He glanced at her from the corner of his eye and Lily pointed out quietly. "I know you quote their laws a lot, but I always got the impression you didn't like them all that much."

The Doctor looked away briefly, before sighing: "It's nothing bad, I promise."

She gave him a skeptical look, which he caught and he grinned at her wryly as he explained: "It's just my usual thing for authority figures."

"Ah." Lily muttered, and he kissed her cheek as the Tardis landed with the familiar wheezing and soft thud.

"Stay close to me." He murmured into her ear, and Lily replied firmly under her breath: "Always."

"Why can't you drive quietly?" Donna snapped as she got to her feet, rubbing her elbow as she rejoined the pair. "Lily manages it just fine when _she's_ driving."

"Not now, Donna." The Doctor sighed and Donna glared at him but let the topic go as the trio headed for the doors.

The Doctor motioned for the two women to stay back a little, and he kept Lily firmly behind him as he slowly opened the door and peered out first. Lily and Donna peeked over his shoulder, and the former's brows shot up as she saw a small platoon of Judoon with their guns pointed warily at the Tardis.

The Doctor stepped out carefully, raising his hands to show he wasn't armed, and Lily followed his lead. Donna came out last behind them, coming to stand beside Lily as the Judoon leader barked: "Sco bo tro no flo jo ko fo to to."

"No bo ho sho ko ro to so." The Doctor replied. "Bokodozogobofopojo."

Donna glanced at him incredulously, staring at him like he was a madman – which he was- while Lily relaxed slightly as the Judoon immediately backed down, lowering their weapons.

The Doctor lowered his arms, and the two women followed his lead while the Doctor said firmly: "Moho."

* * *

"Time Lords are the stuff of legend." The Arichtect, a silver-haired alien who looked like an old human lady except for her wise red eyes, commented as she walked to her desk chair while examining the Doctor with a raised brow.

The Doctor shifted uncomfortably under her gaze from where he, Lily, and Donna stood in the entrance to the office with the Judoon captain standing behind them to Lily's somewhat displeasure. She didn't really remember them too fondly, after they had abandoned everyone on the moon.

"They belong in the myths and whispers of the Higher Species. You," she stared at the Doctor as though drilling a hole in his head, "cannot possibly exist."

"Yeah." The Doctor shrugged evasively, before he said pointedly: "More to the point, I've got a missing planet."

"Then you're not as wise as the stories would say." The Architect returned, causing Lily to raise a brow. "The picture is far bigger than you imagine. The whole universe is in outrage, Doctor. _Twenty_ _four_ worlds have been taken from the sky."

Lily's jaw dropped while Donna's eyes widened, and they both glanced at the Doctor in alarm. His brows had furrowed and he asked in disbelief: "How many? Which ones?"

He changed questions, his eyes narrowing as his mind started whirring to figure out what could possibly be happening, and he stepped forward, demanding sharply: "Show me."

He hurried over to the Architect's desk, pulling on his glasses as she typed at her computer.

"Locations range far and wide, but all disappeared at the exact same moment," the Architect explained while the Doctor peered at the screen, "leaving no trace."

Lily came over to peer over the Doctor's shoulder, reading as he listed incredulously: "Callufrax Minorr. Jahoo. Shallacatop. Woman Wept. Clom. Clom's gone? Who'd want Clom?"

He looked up, but the Architect spoke over him: "All different sizes. Some populated, some not. But all unconnected. And," she suddenly turned to Lily, "who is this?"

The Doctor glanced over in surprise and an almost sheepish expression crossed his face as he introduced: "Lily Tyler."

"Hello." Lily said briefly, glancing at the Architect before returning to staring at the screen as she read all twenty four planet names and their descriptions.

The Architect's brow rose, and she simply hummed while she looked between the Doctor and Lily, her face showing disapproval as she eyed the small distance between the Doctor and Lily.

Lily ignored her as she asked suddenly: "What about Pyrovillia?"

The Architect raised both brows but Lily ignored her as she looked at the Doctor, reminding him: "Back when we went to Pompeii, Lucius said Pyrovillia had gone missing."

His face became thoughtful, while the Architect frowned.

"Pyrovillia is cold case." The Judoon captain suddenly interjected. "Not relevant."

Lily frowned at the Judoon, and she asked, puzzled: "How do you mean, 'cold case'?"

"The planet Pyrovillia cannot be part of this." The Architect answered coolly. "It disappeared over two thousand years ago."

Both Lily and Donna frowned, and the latter protested: "But hang on-"

"And who is this female?" The Architect demanded, cutting Donna off as she stared at the redheaded companion. It was clear from her expression that she highly disapproved of both human women's presence, a disapproval that both of them felt keenly.

Lily frowned while Donna's eyes narrowed sharply and she snapped in annoyance: "Donna. I'm a human being. Maybe not the stuff of legend but every bit as important as Time Lords, thank you."

The Doctor's lips twitched as he fought a smile while Lily grinned outright at Donna, both immensely proud of her.

The Architect had raised her brows again, and she glanced between Donna and Lily as Donna continued, addressing her friends: "There was the Adipose breeding planet, too. Miss Foster said that was lost, but that must've been a long time ago."

Lily was nodding while the Doctor's eyes widened and he cried: "That's it! Oh, Lily Donna, brilliant!"

He beamed at them, and Donna grinned back as Lily chuckled while the Doctor said to the Architect rapidly: "Planets are being taken out of time as well as space."

He typed at the computer, muttering: "Let's put this into 3-D."

Holograms of all the missing planets started to fill the space in the middle of the room, and the Doctor added as he typed away: "Now, if we add Pyrovillia… and Adipose Three."

They stared at the planets spinning slowly around in their respective orbits, and the Doctor muttered: "Something missing. Where else, where else, where else? Where else lost, lost, lost, lost. Oh!"

His eyes lit up and he exclaimed: "The Lost Moon of Poosh."

Lily's eyes widened and she leaned in with the Doctor as he tapped the keys once more, adding in a final sphere to their mix, and Lily stared as the planets suddenly reorganized themselves to orbit in a specific pattern.

"Doctor." Lily whispered as she moved to stare at the holograms from a closer spot, and he murmured in awe: "I know."

He stepped out with her while the Architect gasped: "What did you do?"

"Nothing." The Doctor answered casually. "The planets rearranged themselves into the optimum pattern."

He grinned as he looked about, murmuring happily: "Oh, look at that. Twenty seven planets in perfect balance. Come on, that is gorgeous."

"Oi," Donna called impatiently, "don't get all spaceman. What does it mean?"

"But that…" Lily said uncertainly, pointing at the specific almost mechanical way the planets were orbiting in perfect harmony. "That looks almost like pieces of a machine, like clogs working together."

"Exactly." The Doctor agreed. "They're like pieces of an engine in a powerhouse. But what for?" He wondered.

"Who could design such a thing?" The Architect asked in a scandalized tone, and the Doctor's eyes narrowed.

"Someone tried to move the Earth once before." He said slowly, and Lily glanced at him. "Long time ago. Can't be."

"Doctor?" Lily asked, and he stared at her with a familiar haunted look in his eyes.

And she knew instantly what he was thinking about.

"Oh, my God, no." She whispered in horror.

* * *

Far away, the people of the lost Earth screamed as the Daleks attacked, crying triumphantly: "Exterminate!"

* * *

The Doctor, the Architect, and Lily debated, argued, and conferred. They knew what the problem was, what it meant, but disagreed with how to go about dealing with it. Not when they didn't have any leads as to where the planets had disappeared.

"Come on, think." The Doctor muttered to himself. "What is there?"

He turned to Lily as he queried: "Do you remember anything strange happening back on Earth?"

Lily shook her head as she replied: "Not anything that didn't involve you, anyway. And I've been away for years by now, anything could have happened while I was gone. Maybe ask Donna."

She turned, calling: "Donna."

The redhead looked up from where she was sitting on the staircase in the far corner of the room, and the Doctor asked as he and Lily walked over: "Donna, come on, think. Earth. There must've been some sort of warning."

Donna frowned, thinking back as the Doctor prompted hopefully: "Was anything happening back in your day, like electrical storms, freak weather, patterns in the sky?"

"Well, how should I know?" Donna sighed. "Er, no. I don't think so, no."

Lily suddenly remembered something, something Donna had said so many times in passing, while the Doctor sighed: "Oh, okay, never mind."

"Wait." Lily interrupted, and the Doctor glanced at her in surprise.

But Lily was focused on Donna as she recalled: "You mentioned something about the bees disappearing."

"The bees disappearing." The Doctor repeated incredulously, while Donna sighed and pointed out: "Yeah, but I thought we agreed that wasn't anything."

"The bees disappearing." The Doctor repeated, and Donna said irritably: "Yes, we heard you the first-"

"The bees disappearing!" The Doctor shouted excitedly, making Donna jump and Lily grin.

"Oh, Donna you are brilliant!" He crowed. "And Lily, come here, you!"

He pulled her in for a delighted kiss, making Donna snort while the Architect's brows shot up. The Doctor pulled back quickly, running back to the Architect's computer and Lily followed him with an amused look on her face as she saw the alien woman's scandalized expression.

"How is that significant?" The Architect demanded, shooting Lily a look before refocusing on the Doctor.

"On Earth we had these insects." Donna explained as she also hurried over to oin her friends. "Some people said it was pollution or mobile phone signals."

"Or, they weren't bees." Lily piped up.

"And they were going back home." The Doctor agreed, and Donna frowned.

"What do you mean, not bees?" Donna demanded. "And back home where?"

"Planet Melissa Majoria." The Doctor replied promptly, even as he typed away at the computer, and Donna stared at him and Lily.

"Are you saying bees are aliens?" She demanded incredulously.

"Don't be so daft." The Doctor scoffed as he gave Donna a look.

Satisfied, she smiled and nodded, before it dropped as the Doctor turned back to the screen as he finished casually: "Not all of them."

"Oh, Donna, we've had giant wasps." Lily chuckled, and the Doctor corrected: "Vespiform."

"Vespiform." Lily corrected, before addressing Donna once more. "Why're you so surprised by alien bees?"

Donna paused before conceding while the Doctor explained: "But if the migrant bees felt something coming, some sort of danger, and escaped? Tandocca."

He pointed at the Architect meaningfully, and her eyes widened as she realized: "The Tandocca Scale."

"What's that?" Lily asked, and the Doctor explained: "Tandocca Scale is the series of wavelengths used as a carrier signals by migrant bees. Infinitely small. No wonder we didn't see it. It's like looking for a speck of cinnamon in the Sahara, but look!"

He pointed at the computer triumphantly as he finally got the lock he was looking for.

"There it is!" He crowed excitedly and Lily beamed as she stared at the screen. "The Tandocca trail. The transmat that moved the planets was using the same wavelength, we can follow the path!"

"And find the Earth?" Donna said excitedly as she turned and ran from the office. "Well, stop talking and do it!"

"I am!" The Doctor yelled after her as he reached out and Lily took his hand while the pair dashed off after Donna, leaving a bewildered Architect behind them as Lily corrected: "You mean, we are!"

They dashed back out and down the corridor, running inside the Tardis quickly. Lily and Donna peered over the Doctor's shoulder as he hurriedly checked the scanner as he said quickly: "We're a bit late. The signal's scattered, but it's a start."

Lily took over, pressing buttons as the Doctor ran for the Tardis door. He poked his head out, calling to the Architect as the alien caught up with her platoon of Judoon: "I've got a blip. It's just a blip, but it's definitely a blip."

"Then according to the Strictures of the Shadow Proclamation," the Architect said severely, "I will have to seize your transport and your technology."

"Oh, really?" He asked in surprise. "What for?"

"The planets were stolen with hostile intent." The Architect replied sharply. "We are declaring war, Doctor, right across the universe, and you will lead us into battle."

The Doctor blinked and he said slowly: "Right."

He started nodding slowly as he said grimly: "Yes. Course I will. I'll just go… and get you the key."

The Architect nodded, her nostrils flaring angrily as she waited to bring justice while the Doctor slowly closed the Tardis door behind him.

"What are you going to do?" Donna asked worriedly, having heard the Architect's thundering cries.

"Oh, I only need to do this." The Doctor replied as he walked up and pulled a lever.

Donna stumbled as the Tardis wheezed, dematerializing, and the Architect shouted after it: "Doctor, come back! By the Holy Writ of the Shadow Proclamation, I order you to stop!"

The Doctor walked casually over to Lily, who had been leaning nonchalantly against the console after she finished preparing them for take off while the Architect had been talking, and he commented: "Have I mentioned I love you?"

"Maybe once or twice." She teased and he grinned.

"Then I really haven't said it often enough." He tossed back as he gave her another kiss, causing Lily to smile before it dropped and she became serious once more.

"I love you." She told him, and he nodded, just as serious as she was.

Lily smiled gently, taking his hand and giving it a squeeze before she ordered teasingly: "Now drive, mister."

The Doctor cracked a smile, before becoming grim as Donna rejoined them and he took over the controls, calling as he did: "Allons-y!"


	116. 41-2 Rose's Return

Donna watched anxiously while the Doctor flew them with Lily at his side, when suddenly the time rotor creaked… and then stopped. The Doctor's face blanked in confusion while Lily's eyes widened.

"It's stopped." Lily said in disbelief, and the Doctor nodded slowly.

"What do you mean?" Donna asked worriedly. "Is that good or bad? Where are we?"

"The Medusa Cascade." The Doctor said quietly, staring at the scanner.

Donna and Lily exchanged concerned looks, while the Doctor continued softly: "I came here when I was just a kid, ninety years old. It was the centre of a rift in time and space."

Lily peered at the scanner, watching the multi-coloured rift outside, while the Doctor slowly took her hand in his.

"So…" Donna asked impatiently. "Where are the twenty seven planets?"

"Nowhere." The Doctor said flatly. "The Tandocca Trail stops dead."

Donna's mouth parted in horror, and she stared at the Doctor as he finished numbly: "End of the line."

His hand tightened around Lily's, and she squeezed his hand pleadingly while Donna asked slowly, desperate for an answer: "So what do we do?"

She turned back to the scanner, and then the rotor, hoping for a solution to appear. Lily meanwhile turned to look solely at the Doctor, and her heart sank at the expression on his face.

"Doctor?" Lily asked quietly, and he avoided her eyes as Donna turned back to them.

Her face fell as she saw the Doctor's grim expression and the faltering look on Lily's face, and she demanded with a hint of desperation: "Doctor, what do we do?"

He didn't reply, keeping his eyes fixed on the floor and away from the two women as Donna said, her voice becoming thick with tears: "Now don't do this to me. No, don't."

He didn't move and Lily swallowed back disappointment and fear as Donna begged, tears welling up in her eyes: "Don't do this to me. Not now. Tell me, what are we going do?"

As the Doctor made no answer, Donna cried despairingly: "You never give up. Please!"

But Lily knew as well as the Doctor that there was nothing they could do. If they didn't have a lead, not even the Doctor could…

A phone rang.

Lily and the Doctor's eyes widened immediately, and Lily was already running as the Doctor yelled: "Phone!"

"Doctor, phone." Donna gasped as Lily grabbed Martha's cellphone from the console, tossing it to the Doctor without a second wasted.

He caught it deftly, and flipping it open he called urgently: "Martha, is that you?"

There was no reply but an insistent beeping came through and Lily said, hope filling her voice: "It's a signal."

"Can we follow it?" Donna asked swiftly.

The Doctor was already donning his stethoscope as she spoke, and he replied determinedly: "Oh, just watch me."

The Doctor pressed his stethoscope to the cell phone, while Lily and Donna waited anxiously, the younger woman waiting by the Tardis scanner for the Doctor's signal.

"But how is it ringing?" Donna wondered quietly, and Lily answered thoughtfully: "I don't know. Even all the phones on Earth calling the Doctor wouldn't be enough- it would need an immense boost."

Donna frowned, and she opened her mouth when the Doctor crowed triumphantly: "Got it!"

Donna's face lit up with hope while the Doctor connected the phone to the Tardis, calling out: "Locking on!"

The Tardis rocked as the Doctor sent the coordinates from the phone to the time rotor, and Lily watched the scanner. Donna shrieked as something went bang, and sparks flew inside the Tardis, forcing them to duck.

"Doctor!" Lily cried as a part of the console to his side sparked before bursting into flames.

She pulled him aside, checking the scanner as she did, and she informed him: "We're travelling through time."

"One second in the future." The Doctor realized as he also read the scanner between the Tardis rocking them about. "The phone call's pulling us through!"

The Tardis shook violently, and something else went bang as another part of the console burst into flames.

"Come on, girl." Lily gasped. "Just hang on a little longer."

"Almost there!" The Doctor shouted as the Tardis rocked, toppling them slightly to the side once again. "Three! Two! One!"

The Doctor yelled, Donna screamed, and Lily shrieked as they appeared amongst all the lost planets. The Tardis finally stopped shaking, their course smoothing out now that they'd entered the same rift as the planets, and the trio slowly straightened up, staring at the scanner in awe.

"Twenty seven planets." Lily murmured, and Donna pointed as she said in relief: "And there's the Earth. But why couldn't we see them?"

"The entire Medusa Cascade has been put a second out of sync with the rest of the universe." The Doctor answered, his face and tone lighting up with hope. "Perfect hiding place. Tiny little pocket of time. But we found them!"

He beamed, kissing Lily on the side of the head and she hugged him back in relief.

Unfortunately, it was a little short-lived as the scanner suddenly started to lose focus, and Lily gasped in alarm while the Doctor said worriedly: "Ooo, ooo, ooo, what's that?"

"What is that?" Lily asked as she pointed to a signal blip on the scanner, and the Doctor muttered as he twiddled a few dials: "Hold on, hold on. Some sort of Subwave Network."

The screen suddenly flickered, splitting into four frames and Lily's eyes widened as she saw Captain Jack Harkness appearing the corner beside their frame while Sarah Jane Smith (and a young boy Lily didn't recognize) filled another. In the last screen was Martha Jones, sitting with her mother, and Lily felt a smile break out on her face as she saw all her friends, safe and together.

The Doctor was grinning as well, an expression Jack mirrored, when the smile suddenly dropped from the American Captain's face.

"Where the hell have you been?" Jack barked furiously.

"Lovely to see you too, Captain." Lily said dryly, and he grinned at her.

"You know what I meant." He called back. "We can share greetings when this is all over, because Doctor," his face became serious once more as he warned desperately, "it's the Daleks."

"Oh, he's a bit nice." A woman's voice murmured from Jack's side. "I thought he'd be older."

"He's not that young." A man's voice muttered petulantly, and Lily and the Doctor had to smile a little as she saw Jack glare slightly to whoever was beside him off-screen.

Unfortunately, the smile dropped from Lily's face as Sarah Jane said urgently: "It's the Daleks. They're taking people to their spaceship."

"It's not just Dalek Caan." Martha added.

"The Earth has surrendered." Jack added grimly, but the Doctor was looking uncharacteristically happy as he beamed at all his former companions.

"Sarah Jane." He cooed before he frowned as he asked: "Who's that boy?"

"Doctor." Lily chided, and he grinned before he said thoughtfully as he pointed at Jack's screen: "That must be Torchwood."

Lily had to smile as the Doctor said happily: "Oh, they're brilliant. Look at you all, you clever people."

"And that's Martha!" Donna said happily, pointing at Martha's screen where the former companion smiled shyly.

"And who's he?" Donna added curiously as she pointed at Jack.

"Captain Jack Harkness." Lily answered with a broad smile, and Jack winked at them, making Donna smile while Lily chuckled and the Doctor groaned.

"Don't." The Doctor scolded them all. "Just don't."

"It's like an outer space Facebook." Donna said in awe, and Lily's face dropped.

"Except no Rose." She murmured sadly, and the Doctor took her hand, squeezing it comfortingly.

Suddenly the screen lost focus, going blank.

"Oh, ugh." The Doctor scowled as he moved to try and regain the connection while Donna gasped: "We've lost them."

"What happened?" Lily asked while the Doctor muttered: "No, no, no, no, no. There's another signal coming through. There's someone else out there. Hello?"

He slapped the scanner, trying to get it to work again as he called: "Can you hear me?"

"Do you think…?" Lily began, before she called hopefully: "Rose?"

"Rose?" The Doctor tried as well, when Lily frowned as a strange, croaky voice said condescendingly: "Your voice is different, and yet its arrogance is unchanged."

The Doctor froze, clearly recognizing the voice, while Lily and Donna glanced at him and then at each other in worry.

"Welcome to my new Empire," the voice said darkly, "Doctor."

The screen suddenly cleared, revealing the speaker. Lily's eyes widened and she fought a gasp while Donna slowly backed away from the scanner, staring in fear at the face that had appeared before them.

The alien's head was humanoid in shape, with wrinkles and saggy skin hanging around the eyes and mouth area, and a large blue gem sat in the centre of its forehead, peaking out of the skin almost like the jewel had pierced the very flesh in order to protrude from the alien's head. Around the alien's head, a metal band ran like a frame rather than a headpiece, as though securing the alien's head.

The face was at once revolting and terrifying, and Lily clutched the Doctor's hand anxiously as the alien growled menacingly: "It is only fitting that you should bear witness to the resurrection and the triumph of Davros, lord and creator of the Dalek race."

Lily froze, and her eyes slid to the Doctor in alarm. Donna reacted in the same manner, and she called cautiously: "Doctor?"

The Doctor didn't seem to hear her as he stared mutely at the screen while Davros taunted: "Have you nothing to say?"

The Doctor's hands clenched into fists, making Lily wince slightly as his hand curled with hers still in his grasp. Donna reached forward quickly, saying to the Doctor urgently: "Doctor, it's all right. We're, we're in the Tardis. We're safe."

"But you were destroyed." The Doctor said numbly, ignoring Donna as he stared at the screen. At Davros. "In the very first year of the Time War, at the Gates of Elysium."

Lily glanced at him and then the screen as the Doctor said in horrified disbelief: "I saw your command ship fly into the jaws of the Nightmare Child. I tried to save you."

Lily looked at him in surprise before flinching as Davros sneered: "But it took one stronger than you. Dalek Caan himself."

"I flew into the wild and fire." A high-toned voice cooed, and Lily flinched at the thinly veiled madness in its tone. "I danced and died a thousand times."

"Emergency Temporal Shift took him back into the Time War itself." Davros revealed.

"But that's impossible." The Doctor countered sharply. "The entire War is time-locked."

Lily watched him uncertainly while Davros answered calmly: "And yet he succeeded. Oh, it cost him his mind," he added casually, "but imagine. A single, simple Dalek succeeded where Emperors and Time Lords have failed."

The Doctor's jaw clenched while Davros mused with a smirk: "A testament, don't you think, to my remarkable creations?"

"And you made a new race of Daleks." The Doctor said in a low voice, spitting out the last word like it was venom. And to Lily, it might as well have been.

It was with revolted horror that she listened to Davros reply: "I gave myself to them, quite literally. Each one," he began to tug at his tunic, "grown from a cell of my own body."

Slowly, Davros opened his tunic to reveal his body and Lily almost hurled. Donna's mouth parted in similar dismay and shock as they stared at the bare ribs, which had almost nothing but a few nerve endings covering them, barely concealing the organs inside.

"New Daleks." Davros hissed. "True Daleks. I have my children, Doctor. What do you have, now?"

The Doctor's eyes narrowed and his hand loosened suddenly on Lily's. She glanced down and then at the Doctor in alarm as he whispered to Davros in a dark voice: "After all this time, everything we saw, everything we lost, I have only one thing to say to you."

His eyes became steely and he shouted: "Bye!"

With that, he threw up a lever with his free hand, taking them off in the Tardis once more as Donna was thrown to the side with a shriek. The Doctor hung on to Lily, keeping her upright and beside him as he brought her close into his embrace.

"Doctor?" Lily asked worriedly, and he replied grimly: "I'm all right."

"Are you?" She countered and he hesitated, looking down at her with his dark, sorrow-filled eyes.

"I have to be." He answered and he turned to drive them towards the Earth but Lily stopped him with a hand to his cheek.

Before he could move or ask, she leant up and kissed him softly on the lips. The Doctor blinked as Lily withdrew, and her expression was determined as she said firmly: "You don't have to be, but I will help you be okay. We all will."

She gestured to Donna and the screen to show him what she meant, and his eyes softened.

"Thank you." The Doctor murmured and Lily simply nodded as she moved to help him fly the Tardis to a safe landing.

Donna pointedly moved to the console side across from the pair, clinging on away from them as the Doctor leaned down and pressed a kiss to the side of Lily's head.

"I love you." He whispered in her ear before he dashed about the console.

Lily moved to stand at the scanner, tracking their path, and Donna joined her, saying in a low voice: "What now?"

"We find everyone." Lily answered grimly. "And then… we save the universe."

"So, just the usual?" Donna asked at an attempt at levity.

Lily smiled faintly, though it didn't last long as she answered softly: "Yeah."

Donna nodded, and Lily glanced at the scanner as the Tardis landed.

"Picking up nothing in the immediate vicinity." She told the Doctor grimly. "But the Daleks are probably all over the Earth so it won't be long before one finds us."

"Then we'll have to be quick." He replied as he hurried towards her.

Taking Lily's hand, he led the way out the Tardis doors and onto the street right outside a church.

"Like a ghost town." Donna murmured as they stared at the empty streets, filled with abandoned cars.

"Sarah Jane said they were taking the people." The Doctor murmured. "What for?"

He turned to Donna, and he said urgently: "Think, Donna. When you met Rose in that parallel world, what did she say?"

"Just," Donna replied with a thoughtful frown, "the darkness is coming."

Lily also turned to Donna as the Doctor asked desperately: "Anything else?"

Donna sighed, feeling dejected, when she suddenly paused. Her gaze focused on something over the Doctor's shoulder, and she said abruptly: "Why don't you ask her yourself?"

The Doctor paused while Lily blinked before both their eyes widened. Donna smiled while the pair spun around, and Lily's mouth fell open as she saw a very familiar figure walking calmly down the street towards them, a large gun of some kind strapped to her side. She was still far away, at the far end of the deserted street, but it didn't stop them from recognizing the blonde.

"Rose." Lily breathed as Rose paused, seeing that they'd noticed her, and a wide smile broke out on the blonde girl's face.

"Oh, my God, Rose!" Lily gasped before she broke into a mad dash for her cousin. Rose beamed as she started to run towards her cousin as well, and it was only then that the Doctor managed to shake himself out of his stupor enough to go dashing after Lily towards his former companion, his face lighting up as he saw his old friend.

Rose was smiling widely as well as she rushed towards her cousin and her best friend, so glad to have found them at last. But movement caught Rose's eyes, and she turned before her eyes widened in horror as she saw a Dalek appear from around an alley corner just behind the Doctor and Lily.

"Exterminate." The Dalek called in its terrible, emotionless voice.

The Doctor and Lily heard and turned, noticing the Dalek too late.

"Lily!" The Doctor yelled as the Dalek aimed, and he threw himself at the brunette girl as the Dalek fired at them.

The Doctor's push sent Lily tumbling out of harm's way, but the Dalek's deadly laser grazed the Doctor's side, illuminating part of his side in that horrifying way that Lily had seen only a handful of times before.

Donna gasped, Rose cried out, and Lily screamed as the Doctor fell to the ground, unmoving. Lily struggled to her feet, moving towards the Doctor despite the Dalek still advancing on them.

"Lily!" Rose shouted, shifting her gun and getting ready to aim it as she feared for her cousin's safety.

Before she could do anything, a flash of light appeared on the street before her, and suddenly Jack landed just a few paces away, a large gun ready in his hands. He fired almost instantly, hitting the Dalek and blasting it just as Lily stumbled to kneel beside the Doctor.

Jack saw the Doctor and Lily, and he hurried over to the pair as Rose and Donna also dashed for them while Lily touched the Doctor's chest and neck, checking for a heartbeat. Rose reached them first, kneeling beside Lily and hugging her cousin sideways as both young women stared anxiously down at the Doctor.

"Doctor?" Lily called, reaching down to hold his hand tightly in hers as he gasped in pain. "Doctor, please, say you're all right."

"He'll be fine, Lils." Rose said shakily, squeezing her cousin's shoulders. "Isn't that right, Doctor?"

She turned beseechingly to the Doctor, unable to believe what was happening. She'd just found them again, after all this time, and now…

"Lily." The Doctor gasped, and the girl nodded.

"Yeah, it's me." She murmured, and he got out through pained gasps: "Are you hurt?"

"I'm fine." Lily answered tearfully. "Thanks to you, idiot. Why'd you have to do that? Why would you do something so stupid?"

"Heh." He breathed before shifting his gaze from Lily to Rose, and he got out: "Hey, Rose. Long time… no see."

"Yeah." She breathed, choking on a sob. "Been busy, you know."

He grinned but it fell quickly as he let out a moan of pain, and Lily begged: "Doctor? Doctor, stay with me."

"Oh, my God." Rose whispered, also starting to feel panic as the Doctor's eyes closed and he started to choke. "Doctor, don't you dare die."

"Get him into the Tardis." Jack ordered as he finally caught up to them as well, Donna arriving right after him. "Quick. Move."

Jack took Rose's gun, acting as guard as Donna, Lily, and Rose gathered the Doctor up between them, hauling him painfully to his feet and carrying him as best as they could towards the Tardis. Lily kept him awake as best as possible, calling to him and keeping him focused enough that he didn't pass out.

They finally managed to drag him inside the Tardis, where he collapsed on the ground as all his remaining strength left him. Rose held his right hand tightly in her own while she gripped Lily's hand in her other as they all peered at the Doctor anxiously, Lily's free hand entwined in the Doctor's left.

"What, what do we do?" Donna cried. "There must be some medicine or something."

"Just step back." Jack ordered as he moved into the Tardis.

When none of them moved he called sharply: "Lily, Rose, do as I say, and get back. He's dying and you know what happens next."

Rose's eyes filled with tears as she let go and moved back, gently tugging on her cousin's hand. But Lily refused to move, clutching the Doctor's hand tighter and staring at his face desperately while Donna looked up, asking in a bewildered tone: "What do you mean?"

Lily just shook her head, clutching the Doctor's hand as she murmured brokenly: "You can't change yet, Doctor. We just found Rose again, you can't change."

The Doctor moaned, and Lily's eyes filled with tears even as Rose's started to fall down her cheeks.

"What do you mean, what happens next?" Donna repeated, looking between them but before they could answer, the Doctor's right hand started to glow.

Lily stared at it and then at his face as he gasped out: "It's starting."

"Doctor." Lily whispered, and Jack said hurriedly: "Here we go."

He rushed over, reaching down to pull Lily away. She fought momentarily to stay beside the Doctor, but Rose tugged her cousin's hand again and Lily caved in. Rose hugged her cousin tightly as they all backed away from the Doctor hurrying to the side of the Tardis as Jack called to the Doctor: "Good luck, Doctor."

"Will someone please tell me what is going on?" Donna demanded while the Doctor squirmed and started to haul himself towards the Tardis console.

"When he's dying," Rose explained through suppressed sobs as she held her cousin while Lily clutched her back, "his er, his body, it repairs itself."

"He changes." Lily whispered, and Donna asked, bewildered: "Changes how?"

"Completely. He becomes someone different." Lily answered softly, her tears starting to fall. He would still be the Doctor, but when this body was gone it would be gone for good. All their times together, it would change…

The Doctor turned his head to face her at her words, hearing the sorrow and heartbreak in them. He met her eyes, his own filled with the same terrible sadness and he whispered: "I'm sorry, it's too late. I'm regenerating."

And with that, he stood up, flinging his head back as golden energy consumed his body. They were forced to turn their heads away at the bright glow, and Lily sobbed into Rose's shoulder as her cousin sobbed onto hers as they felt the loss of the Doctor they'd known. Lily's first Doctor.


	117. 42-1 Journey's End

The golden energy wrapped around the Doctor's body, glowing brighter with every minute, and Lily cried for the last time: "Doctor!"

Suddenly, he turned, his movement slow as though it cost great effort, and aimed his hands at the hand inside the jar, still suspended in a corner beneath the console. The hand bubbled and glowed as well, absorbing the energy, but none of the others noticed as they had their heads turned and eyes shut against the bright regeneration glow.

At last, the energy was depleted and the Tardis returned to normal light. Jack, Donna, Rose, and Lily slowly looked over, Donna confused and the other three bracing themselves for what they would find.

Lily blinked, as the Doctor stumbled back, exhausted, to lean against the far side of the Tardis, sweat soaking his brown suit. Donna's jaw dropped open while Rose rubbed her eyes to check she was seeing correctly and Jack just mouthed silently as the Doctor breathed deeply. Still the same as he was before.

"Now then." The Doctor asked, his eyes wide. "Where were we?"

He hurried to the console while Donna stared, unable to understand, and Jack and Rose remained too stunned to even move. Lily's mouth had parted as she tried to say something before she closed it again.

The Doctor ignored his companions for the moment as he knelt beside his hand in the jar, examining it as it glowed with energy and he murmured: "There now."

He blew on the jar as the others watched, stunned, and the glow disappeared, the hand returning to normal.

"You see?" He called as he sat back on his hunches and looked at his companions. "Used the regeneration energy to heal myself, but soon as I was done, I didn't need to change. I didn't want to. Why would I?"

He straightened his tie to prove his point, and the group could only stare at him mutely as he continued: "Look at me. So, to stop the energy going all the way, I siphoned off the rest into a handy bio-matching receptacle, namely my hand."

He nodded at the object in question as he went on: "My hand there. My handy spare hand."

Lily closed her eyes and her head dropped forward while the Doctor straightened up once again as he asked: "Remember?"

His gaze flitted along his companions before resting on Lily as he rambled on: "Christmas Day, Sycorax, first time we met. Lost my hand in a sword fight? That's my hand."

Lily slowly lifted her head up to face him and the Doctor tried a tentative smile.

"What do you think?" He asked hopefully and Lily stepped towards him.

"You're still you?" She checked, and he nodded as he confirmed: "I'm still me."

He smiled again as Lily walked to stand before him, looking him up and down to see for herself that he was really still the same.

"Well?" He asked again, and Lily looked up at him.

And then she punched him in the stomach.

Jack blinked, Rose sighed, and Donna snorted as the Doctor doubled over in pain while Lily repeated shakily: "'Well'? 'What do I think'? You _bloody_ , insensitive, completely barmy, man!"

The Doctor winced, straightening up slowly as he began: "Yes, all right, fine-"

He broke off as Lily's head fell forward onto his chest, and he paused as her shoulders began to shake and a suspicious wetness started to grow on his shirt.

"Lily?" He asked, and she shook her head firmly.

"Lily, love?" He tried again and she sobbed: "I thought you were going to disappear. You'd be you, but different, and I was so afraid I'd be saying goodbye to this you forever. Why wouldn't you tell us that you could avoid that? Why would you put me through not knowing that?"

"Sorry." He murmured, hugging her close and feeling the way she was shaking. "Sorry."

Rose chuckled while Jack smiled at the pair as Lily took a shuddering breath before she pulled back and straightened up, wiping her tears resolutely.

"Okay." She said, though her voice was still thick with tears. "Now that that's over."

She turned to face Rose once more, a soft smile appearing on her face.

"Rose Tyler." She greeted properly, opening her arms and Rose beamed.

Running forwards, she dashed into her cousin's arms and the pair hugged joyfully as the Doctor smiled. Rose caught him grinning at them and she chuckled: "Come here, you!"

She pulled him closer with her free hand, and the three hugged each other tightly, relieved to see each other and overjoyed to be reunited, though Rose smacked the Doctor as she scolded: "You scared me there, you silly."

"Sorry." He apologized again as they all smiled and Lily wiped the last of her tears away.

Donna and Jack smiled, before Donna glanced at the latter and she said: "You can hug me, if you want."

Jack smiled at her politely, before raising a brow as Donna added, looking the good-looking Captain up and down: "No, really. You can hug me."

Jack sighed.

They all paused as the power suddenly went out in the Tardis. The Doctor dashed about the console quickly while Rose clutched Lily tightly.

"They've got us." The Doctor said in horror. "Power's gone. Some kind of chronon loop."

The Tardis suddenly tilted violently, sending them all flying to the side. Jack, Rose, and Lily were lucky enough to be on the side that tilted towards the console, and they managed to cling on while the Doctor and Donna went tumbling backwards.

"I'm guessing their taking us to their ship?" Lily asked as she slowly straightened up, and Rose nodded. "We'll have to catch up later, Rosie."

"Oh, yeah. After we save the universe. Again." Rose agreed, while Jack explained: "There's a massive Dalek ship at the centre of the planets. They're calling it the Crucible."

The Doctor and Donna rejoined them as well, the Doctor standing by Lily's side as his brows furrowed.

"You said these planets were like an engine." Donna piped up. "But what for?"

"Rose," the Doctor said suddenly, "you've been in a parallel world. That world's running ahead of this universe. You've seen the future. What was it?"

Rose's hand clenched as she remembered, and she said quietly: "It's the darkness."

Lily glanced at Rose and then exchanged looks with Jack as Donna remembered: "The stars were going out."

"One by one." Rose continued, her gaze dropping to the ground in sorrow. "We looked up at the sky and they were just dying."

She hesitated and then went on: "Basically, we've been building this, er, this travel machine, this, this er, dimension cannon, so I could…"

She trailed off suddenly, taking a deep breath.

"Well, so I could…" She trailed off again, as though she'd lost her confidence and she seemed to find her nails suddenly extremely fascinating.

"What?" The Doctor asked quietly, and Rose admitted as she looked up at him and then Lily: "So I could come back."

Lily gave her a small smile, and Rose went on: "Anyway, suddenly, it started to work and the dimensions started to collapse. Not just in our world, not just in yours, but the whole of reality. Even the Void was dead. Something is destroying everything."

The Doctor's face was grim, while Donna added: "In that parallel world, you said something about me."

Lily looked at her in surprise while Rose turned to the redhead slowly.

"The dimension cannon could measure timelines." Rose explained before she hesitated a little. "And it's, it's weird, Donna, but they all seemed to converge on you."

Both Lily and the Doctor frowned, while Donna asked in confusion: "But why me? I mean, what have I ever done?"

Donna was slowly starting to sound more and more panicky, and Lily quickly moved to hug Donna's side as the companion started to shake a little.

"I'm a temp, from Chiswick." Donna whispered, and Lily could only shrug back helplessly, when suddenly the Tardis scanner beeped.

She looked over as the Doctor quickly leaned in, reading the scans and he announced grimly: "The Dalek Crucible. All aboard."

The Tardis gave a shudder as it landed at last, and the group inside all exchanged wary but determined glances, even as Lily continued to hug her friend.

"The Tardis is secured." The horrific voice of the Daleks announced from outside. "Doctor, you will step forth or die."

The Doctor stared at the doors grimly, and he murmured: "We'll have to go out. Because if we don't, they'll get in."

Lily glanced at him in concern while Rose's jaw dropped and she protested: "You told me nothing could get through those doors."

"You've got extrapolator shielding." Jack added, unwilling to believe the Doctor.

But the Time Lord shook his head as he explained firmly: "Last time we fought the Daleks, they were scavengers and hybrids, and mad. But this is a fully-fledged Dalek Empire, at the height of its power. Experts at fighting Tardises, they can do anything."

He turned to look at each of them grimly as he finished grimly: "Right now, that wooden door is just wood."

Lily glanced at Donna as the woman seemed to freeze momentarily, her body stiffening just slightly. She glanced over while the others discussed ways they could try to escape, only to see Donna staring blankly ahead as though she wasn't quite there.

"Donna?" She asked, but Donna didn't reply.

"Donna?" Lily asked louder in alarm as tears began to fill the older woman's eyes.

Her cry caught the others' attention, and the Doctor looked over sharply.

"Donna?" He asked, hurrying over and he snapped his fingers before her eyes.

Donna absolutely started, jumping out of her trance as she looked at them, saying distractedly: "Yeah."

The Doctor examined the woman's teary eyes and he said softly: "I'm sorry. There's nothing else we can do."

Donna seemed confused and she answered firmly: "No, I know."

Lily frowned at her friend, wondering what had gotten into Donna, but they were all distracted as the Dalek called again from outside: "Surrender, Doctor, and face your Dalek masters."

"Crucible on maximum alert." Another voice called, and Rose's hands clenched as her cousin moved to join them again, pulling Donna gently.

"Daleks." Rose sighed before she let out a watery laugh.

"Oh, God." Jack added in a forced amusing accent.

Rose's laugh was starting to sound hysterical and Lily took her cousin's hand firmly. Rose clutched it like a lifeline, squeezing Lily's hand while the Doctor watched them all with emotion swirling in his eyes.

"It's been good, though, hasn't it?" The Doctor asked, looking at each of them. "All of us. All of it. Everything we did."

Lily smiled at him while the others also calmed down, facing their fate with determination once more.

The Doctor saw their resolution, and he said softly as he looked at Donna: "You were brilliant."

Donna smiled and nodded, and the Doctor turned to Jack.

"And you were brilliant." He said, making the Captain crack a smile as well.

"And you," the Doctor turned to Rose, "were brilliant."

She gave him a watery smile, but while her expression still showed fear, her eyes showed the courage that he knew.

The Doctor's eyes finally moved to meet Lily's as he finished: "And you. You were magnificent."

Lily smiled as Jack chuckled and Rose rolled her eyes, while the Doctor sighed, shaking his head as he muttered: "Blimey."

But with that, his determination returned and with a nod to and from his companions, the Doctor turned and led the way out of the Tardis. Jack was right behind him, Rose following closely behind, but Lily paused as Donna started to slow down.

She glanced at the redhead, who she was still linking hands with, and saw the same lost and almost glazed expression on the companions face.

"Donna?" Lily asked gently, peering at the redhead. "Donna?"

But Donna didn't hear her, Lily's voice floating around her mind in a muffled way, as though the brunette was speaking from underwater. But sounding clearly in Donna's mind was the sound of a heartbeat, thumping louder and louder.

Meanwhile, the Doctor had stepped outside and he slowly walked out to face the Dalek army facing him. Rose's eyes widened while Jack swallowed as they stared at the entire mass of Daleks flying about above them, readied for combat.

"Daleks reign supreme." The Supreme Dalek, a Dalek with red casing, called from its place in the centre of the room, the light illuminating its eyestalk. "All hail the Daleks!"

"Daleks reign supreme." The other Daleks chanted with its leader as Rose shrank back while Jack's jaw locked. "All hail the Daleks! Daleks reign supreme. All hail the Daleks!"

"Behold, Doctor." The Supreme Dalek called triumphantly. "Behold the might of the true Dalek race."

The Doctor meanwhile glanced back, spotting Lily and Donna still inside the Tardis. The younger woman was peering at the redhead anxiously as Donna slowly turned to stare at the Tardis console… at the time rotor.

"Lily!" The Doctor called, and she said distractedly as she tried to tug on Donna: "Yeah, coming."

"Donna, come on." The Doctor called, before turning back to face his enemies as he muttered under his breath: "You're no safer in there."

Suddenly, the Tardis door slammed, trapping Lily and Donna inside. Lily whirled on the door in alarm as, outside, the Doctor did the same.

"What?" He asked, while Lily cried: "Doctor?"

The pair ran to the doors from either side, the Doctor tugging on the door desperately as Lily pounded. Donna also finally snapped out of her trance, and she shouted: "Doctor? What have you done?"

"It wasn't me." He cried as he tried to figure out what was wrong. "I didn't do anything."

"Doctor, the Tardis won't listen!" Lily cried as she tried to unlock the door from inside, to no avail, while Donna yelled: "Oi! Oi, I'm not staying behind!"

"What did you do?!" The Doctor shouted at the Supreme Dalek furiously as he tugged furiously at the Tardis door.

But the Supreme Dalek replied: "This is not of Dalek origin."

Inside the Tardis, Donna and Lily pushed and pounded on the door, trying their best to open it as Donna cried despairingly: "Doctor!"

"It won't budge." Lily muttered in fear, and outside the Tardis, Rose clutched Jack's arm in terror.

"Stop it!" The Doctor ordered furiously as he turned to face the Supreme Dalek, not believing that the Tardis's strange behaviour wasn't its doing. "She's important to me, and Donna's my friend. Now open the door and let them out."

"This is Time Lord treachery." The Supreme Dalek announced, and the Doctor frowned.

"Me?" He protested, stalking forwards and towards the Supreme Dalek. "The door just closed on its own."

"Nevertheless," the Supreme Dalek said firmly, "the Tardis is a weapon and it will be destroyed."

The Doctor's eyes widened, but before any of them could react there was a sudden clang from behind as a trapdoor opened up beneath the Tardis. The Doctor, Rose, and Jack whipped around in alarm to see the Tardis gone, having fallen through the trapdoor.

"Lily!" Rose screamed as the three dashed to look down the trapdoor in horror, staring at the chute that led who knew where, the Tardis already out of sight.

"What are you doing?" The Doctor demanded, turning back to the Supreme Dalek as he shouted in anger: "Bring her back!"

* * *

Inside the Tardis, Donna and Lily shrieked as they were flung about while the Tardis went into free fall through a chute inside the Crucible, the pair tumbling about inside and crashing into various parts of the Tardis.

"Donna!" Lily cried as she grabbed onto the railings by the entrance steps, and she grabbed Donna to prevent them from crashing about any more. "Hang on!"

Donna clung to her and the console in an attempt to stay standing, and she screamed at the top of her lungs: "Doctor!"

The Tardis suddenly crashed, shuddering violently from the impact of its landing and throwing the pair to the ground once more and they tumbled back down the steps towards the doors. They looked up, dazed, before screaming once more as different parts of the Tardis sparked and blew up in flames that licked around and started eating away at the inside of the machine.

"Oh, God." Lily gasped, before she cried: "Donna, move!"

She pushed the redhead into action, moving them away from the doors and towards the still relatively intact console. Donna was shrieking in pain and fear as they struggled through the shaking Tardis, avoiding fires and flinching away as things exploded around them.

* * *

Meanwhile the Doctor had run up to the Supreme Dalek as he shouted desperately: "What have you done? Where's it gone?"

"The Crucible has a heart of Z-neutrino energy." The Supreme Dalek announced triumphantly. "The Tardis will be deposited into the core."

Jack and Rose's jaws dropped open in horror while the Doctor's eyes widened and he said in anguish: "You can't. You've taken the defences down. It'll be torn apart, and Lily's still inside!"

The Supreme Dalek remained unmoved, and Rose shouted furiously as she also strode over to the Dalek leader: "My cousin's in there! And so's Donna!"

"Let them go!" Jack agreed, walking over demandingly with the blonde woman, but the Supreme Dalek just replied, almost sounding like it was crowing happily if it could show emotion: "The females and the Tardis will perish together. Observe."

It's eyestalk moved away from the Doctor to look behind him, and the Doctor turned to look. His eyes filled with anguish and his lips parted before he hurried across the room towards a screen at the back wall. Rose and Jack also turned, and their hearts sank as they saw the image of the Tardis, almost completely buried in what looked like molten lava.

The Doctor stopped before the screen, staring at the image helplessly while a Dalek crowed triumphantly: "The last child of Gallifrey is powerless."

* * *

Donna coughed as smoke began to pour around them and she huddled by the captain's chair and the console, curling away from the fires and explosions. Lily stood above her, trying to get the Tardis to work again as she pressed buttons and pulled levers but it just wasn't responding. And time was running out.

* * *

High above, the Doctor turned back to the Supreme Dalek and he pleaded desperately: "Please. I'm begging you. I'll do anything!"

The Daleks remained unmoving as they eyed the Doctor, and Rose looked between him and the Tardis anxiously. The Doctor also turned to glance at the screen before he turned back to the Supreme Dalek, crying: "Put me in their place. You can do anything to me, I don't care, just get Lily, and Donna, out of there!"

There was a bang and he turned back to the screen in terror as the Tardis sunk further into the molten core, taking his love and his best friend with it.

* * *

Inside the Tardis, Lily coughed violently against the smoke, feeling the carbon monoxide poisoning starting to spread throughout her body. Exhaustion made every one of her muscles ache as she struggled to stay upright and try to get the Tardis going, and the lack of oxygen was slowly making her vision blur as every cell in her body screamed for relief.

Donna was already on her hands and knees, coughing and gasping, when Lily's legs finally gave out and she sank down beside the redhead.

"Lily." Donna gasped, and the brunette woman gasped out tearfully: "Sorry, Donna. I'm sorry."

"No… need." Donna puffed as she struggled to stay awake and breathing. "Thanks… for trying…"

She trailed off as her voice started to sound faint in her own ears. All sound, including the continued bangs and hisses as things blew up around them, started to fade from her and once again Donna could only heard a loud heartbeat thudding close by.

She was barely aware as her eyes fell on the Doctor's hand, still in its jar, just beside her in its place under the console. She slowly reached out to touch it just as Lily sank to the ground beside her.

Lily barely noted a faint golden glow beside her, and she turned her head to see a blurred image of golden energy starting to surround Donna, coming from the Doctor's hand. Donna was shaking and gasping, and Lily reached over in alarm, touching Donna's shoulder.

Lily barely had time to register a harsh jolt of what felt like pure electricity hit her like a bolt of lightening, before the jar shattered with an almighty crack. The glow vanished, making both women collapse to the ground. Lily was knocked out cold before her head hit the ground, and so she missed what happened next…

* * *

The Doctor stared at the Tardis as it began to be consumed by the molten core, and his face filled with agony as the Supreme Dalek shouted victoriously: "You are connected to the Tardis. Now feel it die!"


	118. 42-2 New Doctor

Inside the Tardis, Donna slowly sat up, confused and bleary-eyed but she was aware enough to focus her attention on the Doctor's hand. It lay on the ground, freed from its prison, and it was still glowing with golden regeneration energy. But what really caught Donna's attention was the way it was twitching, almost as though it were… alive.

Suddenly, the golden energy surged out, and Donna gaped as it formed the shape of a body… that suddenly shot up in a sitting position. She gasped, staring as the golden energy died down, leaving behind a very familiar face.

"It's you!" Donna gasped, and the new Doctor, who looked identical to the Doctor she knew, replied in equal surprise: "Oh, yes!"

Donna could only gape at him in a mix of shock and horror, when a moan drew their attention to the side.

Lily clutched her throbbing head as she sat up, and she asked slowly: "Where…? What happened? Donna?"

She turned, before freezing as she spotted the two sitting across from her. Donna had her eyes fixed resolutely on the ground, while the New Doctor examined her with great interest. Lily stared at him, rubbed her eyes, and then stared again.

"Oh dear…" She said as she stared at the New Doctor and he agreed as he stared back: "Oh, yes."

"You're naked." Lily gasped, and he agreed: "Oh, yes!"

* * *

Doctor P.O.V.

"Total Tardis destruction in ten rels." The Supreme Dalek called triumphantly.

Rose stepped forward, clutching the Doctor's arm in despair as she too stared at the time machine she loved, carrying her only but favourite cousin. The Doctor's eyes filled with tears as he watched helplessly, while the Dalek continued to call mercilessly: "Nine, eight, seven, six-"

* * *

Lily P.O.V.

The Tardis shook, reminding the trio trapped inside of their current dilemma.

"Er, Doctor…" Lily began before trailing off, unsure how to address the New Doctor.

But he seemed to get the hint as he hurried to reach over, disregarding the two women as they squeaked and covered their eyes against his nudity, and he tapped a few wires before he pressed a button on the console.

* * *

Doctor P.O.V.

"Five," the Supreme Dalek continued to count down, "four, three, two, one."

The Tardis vanished from the screen, leaving the Doctor, Rose, and Jack stunned with grief… and anger.

"The Tardis has been destroyed." The Supreme Dalek said. "Now tell me, Doctor. What do you feel? Anger? Sorrow? Despair?"

The Doctor's face was dark as he refused to even look back, his eyes fixed still on the screen and at the point where the Tardis had disappeared, taking with it the only woman that mattered, and the best friend he could have asked for. Anger coursed in his veins, and it took all he had not to give into the dark feelings, knowing it wouldn't be what Lily wanted.

"Yeah." He answered the Dalek, his voice as dark as his expression, and Rose glanced at him sorrowfully.

She moved her hand to clutch his, squeezing it in search of comfort, but he had none to offer as the Supreme Dalek taunted: "Then if emotions are so important, surely we have enhanced you?"

"Yeah?" Jack snarled. "Feel this!"

He turned around abruptly, pulling a small revolver from his pocket and firing angrily at the Supreme Dalek.

The bullets bounced off harmlessly, and the Supreme Dalek called in retaliation: "Exterminate!"

The Supreme Dalek fired, hitting Jack right in the chest with its laser. Jack screamed in pain as he lit up with the deadly green glow, and Rose shrieked as Jack fell dead at their feet.

"Jack." Rose gasped, rushing forward and falling to her knees beside her friend. "Oh, my God. Oh, no."

"Rose, come here." The Doctor ordered quietly, moving his hands gently around the distraught woman and pulling her up with him. "Leave him."

"They killed him." Rose whispered, horrified, and the Doctor only replied grimly: "I know. I'm sorry."

"Escort them to the Vault." The Supreme Dalek ordered, and the Daleks surrounded the pair as the Doctor told Rose firmly: "There's nothing we can do."

"They are the playthings of Davros now." The Supreme Dalek called, and the Doctor's hand tightened around Rose's shoulder as they were escorted from the room.

But just before they left, the Doctor glanced back. Jack's eye cracked open and he winked at the Doctor before closing his eyes once more and feigning being dead. The Doctor had to hide a sigh as he turned and left with Rose, part of him wishing desperately that Lily was the same – that she had somehow survived and was all right - while the rest of him already mourned her loss, knowing there was no hope.

* * *

Lily P.O.V.

Lily stared, sitting in the captain's chair and unable to move. She'd been frozen since the New Doctor had managed to save them from the molten core, restarting the Tardis and dematerializing them in just time - as only a Time Lord could - and taking them to safety in space amongst the twenty-seven planets.

With the immediate danger gone and the New Doctor busying himself with making quick repairs on the Tardis, Donna and Lily had been left with nothing else to do but watch.

Thankfully the New Doctor had gotten dressed soon after they'd gotten out of danger, shrugging on the Doctor's second favourite blue suit, so it was no longer quite as awkward to gawk at him. However, it was still difficult to get used to the idea that the man before them was a completely different person, despite looking identical to their Doctor, right down to the last hair follicle.

Lily didn't miss the irony, even in her mostly stunned state, that usually regeneration caused the Doctor to change his outward appearance but kept his core essence the same. Kept the Doctor the same. But this new man wasn't her Doctor, not quite, but rather someone new as far as she could tell. Not that that was much so far, as the New Doctor dashed about excitedly.

That, she noted, was very much like the Doctor.

"All repaired!" The New Doctor called at last as he turned back to the two women, satisfied. "Lovely. Shush. No one knows we're here."

He walked straight passed them as he went around the Tardis console, rambling: "Got to keep quiet. Silent running, like on submarines when you can't even drop a spanner. Don't drop a spanner!"

Donna followed him incredulously while Lily stayed put, staring at the New Doctor as he said abruptly: "I like blue. What do you think?"

He turned to Donna and Lily, gesturing to his suit to emphasize his question, but Donna replied flatly: "You. Are. Bonkers."

"Why?" The New Doctor asked, puzzled. "What's wrong with blue?"

"Is that what Time Lords do?" Donna demanded furiously. "Lop a bit off, grow another one? You're like worms."

She glared, upset, while the New Doctor explained quickly: "No, no, no, no, no. I'm unique. Never been another like me. Because all that regeneration energy went into the hand."

He held up his right hand, wiggling his fingers as he said gleefully: "Look at my hand. I love that hand. But then you touched it. Wham!"

He shouted to emphasize his point, making both Lily and Donna jump in surprise, the latter also letting out a gasp.

"Shhhhh." The New Doctor whispered dramatically as he continued, ignoring their reactions. "Instantaneous biological metacrisis. I grew out of you."

He paused, before glancing away from Donna as he muttered: "Still, could be worse."

"Oi, watch it, spaceman." Donna snapped in annoyance, and the New Doctor retorted: "Oi, watch it, Earth girl. Oooh!"

He blinked in surprise while Donna raised a brow, and the New Doctor said in horror: "I sound like you. I sound all… all sort of rough."

"Oi!" Donna cried, and the New Doctor mimicked: "Oi!"

"Oi!" Donna snapped, and the New Doctor replied randomly: "Spanners. Shush."

He hushed her abruptly, and Donna pursed her lips in anger while the New Doctor continued: "I must have picked up a bit of your voice, that's all. Is it? Did I? No."

He sighed while Donna's eyes narrowed, before he went on blithely once more: "But, luckily Lily was around," he nodded at the brunette who looked startled at his sudden attention, "and she touched you right before my regeneration could finish! So, now I have a good mix of intelligent memories-"

"Oi!" Donna butted in, annoyed, while Lily rubbed her temples in earnest, but the New Doctor suddenly gasped in absolute horror: "Oh!"

Donna paused while Lily looked up, as the New Doctor stared into space, his face a mask of absolute disgust as he moaned: "You are kidding me. No way. One heart."

He slowly reached up to touch his chest, and Donna's jaw dropped while Lily's eyes widened.

"I've only got one heart." The New Doctor said blankly. "This body has got only one heart."

Donna slowly reached over to feel for herself as she asked in shock: "What, like you're human?"

"Oh, that's disgusting." The New Doctor spat, wrinkling his nose.

Lily glared, as did Donna as the redhead snapped: "Oi!"

"Oi!" The New Doctor snapped back, and Lily scolded as she finally walked over: "Stop it, both of you."

Donna frowned, but the New Doctor lit up as he said sighed: "No, wait. I'm part Time Lord," he said slowly, "part human."

Donna gaped while Lily stared and the New Doctor stared back at them before he muttered distastefully: "Well, isn't that wizard?"

"Charming." Lily said blandly, but he shrugged as he answered: "Oh, shush you. You helped make me."

"Me?" Lily asked in surprise, and the New Doctor said impatiently: "Yes, weren't you listening? You touched Donna at the last second, enough that some of your memories, your emotions, flooded into the mix. And you two, you were frightened, so some of the strongest characteristics carried through to me."

"Like what?" Lily wondered, and he said a little sarcastically: "Oh, I don't know. _Think_ about it."

Lily stared at him, and then both she and Donna frowned.

"Oh, now he'll have a valid argument for his narcissism." Donna complained, but Lily was quiet as she stared at the New Doctor thoughtfully. Yes, she loved the Doctor but… _Could it be…?_

The New Doctor meanwhile scowled at Donna as he complained: "Oi! I'm not that vain!"

"Yeah, sure you aren't." Donna answered sarcastically, before she frowned again.

"Okay, so you've explained how you came to be. But explain this, Spaceman." She tapped his chest as she said in confusion: "I kept hearing that noise, that heartbeat."

"Oh, that was me." The New Doctor shrugged, distracted by Donna's statement. "My single heart. Because I'm a complicated event in time and space. Must have rippled back, converging on you."

He looked right at Donna, who asked in shock: "But why me?"

"Because you're special." The New Doctor answered with disinterest as he moved to the Tardis console, Lily watching him.

Her eyes flickered back to Donna however when the redhead sighed: "Oh, I keep telling you, I'm not."

The New Doctor looked up at her sharply, while Lily chided: "Donna, you know that's not true-"

"You really don't believe that, do you?" The New Doctor suddenly interjected, staring at Donna intently. "I can see, Donna, what you're thinking."

Lily looked at him in surprise and with a sinking feeling in her stomach, while Donna's jaw dropped as the New Doctor's eyes unfocused, connecting with Donna's mind unconsciously as he murmured: "All that attitude, all that lip, because all this time you think you're not worth it."

"Stop it." Donna said shakily, but the New Doctor ignored her as he said softly, lost in thought: "Shouting at the world because no one's listening. Well, why should they?"

"Doctor, stop it." Lily interrupted sharply, and he blinked as the younger woman moved to take Donna into her arms.

The redhead was shaking her head, and Lily gave the New Doctor a reproachful look. He blinked again, before saying to Donna gently: "But look at what you did. No."

He suddenly broke off as he became lost in thought once more and he murmured: "It's more than that. It's like… we were always heading for this."

His gaze sharpened as he looked back at Donna, listing with a frown: "You came to the Tardis."

He remembered the Doctor's memories, Lily's memories, how Donna had appeared in the Tardis on her wedding day.

"And you found me again." He remembered how the Doctor and Lily had stared at Donna across the office windows back with the Adipose incident, and Lily frowned as she remembered the same thing.

"Your granddad."

Lily remembered meeting Wilf at Christmas with the Titanic incident.

"Your car." The New Doctor went on as he remembered Donna's car parked by them after the Adipose, before he said urgently as he stared at Donna "Donna, your car. You parked your car right where the Tardis was going land. That's not coincidence at all!"

He gripped his head as he realized: "We've been blind. Something's been drawing us together for such a long time."

Lily frowned, her heart sinking, while Donna protested: "But you're talking like destiny. There's no such thing. Is there?"

The New Doctor didn't hear her, still lost in his own thoughts and he murmured: "It's still not finished. It's like the pattern's not complete. The strands are still drawing together."

He frowned as he wondered: "But heading for what?"

* * *

Doctor P.O.V.

The Doctor and Rose were led into the vault, placed to stand about five feet apart from each other in the middle of the dimly lit room. Rose glanced at the Doctor worriedly, her eyes still filled with sorrow from losing her cousin. He met her gaze briefly before looking away, still feeling guilty. If only he'd urged Lily out quicker, if he'd just gone back in to fetch her and Donna, they would both be alive.

Spotlights suddenly activated above him, and then Rose, lighting them up and he frowned as the Daleks guarding them moved slightly back although they kept a tight circle around him and Rose.

"Excellent." Davros's voice came across the room, and he glanced over to see the alien rolling over in his wheelchair-like contraption. "Even when powerless, a Time Lord is best contained."

"Still scared of me, then?" The Doctor asked scathingly and he reached out to touch the invisible force field keeping him trapped in the spotlight.

The force field rippled beneath his touch, not hurting him but still very strong. Rose mimicked him, checking the force field around herself, as Davros began: "It is time we talked, Doctor. After so very long-"

"No, no, no, no, no." The Doctor cut him off sharply. "We're not doing the nostalgia tour. I want to know what's happening right here, right now, because the Supreme Dalek said 'Vault', yeah?"

He looed around at the Daleks as he said contemptuously: "As in dungeon, cellar, prison."

He looked back at Davros as he taunted: "You're not in charge of the Daleks, are you? They've got you locked away down here in the basement like, what, a servant? Slave? Court jester?"

"We have…" Davros snapped, "an arrangement."

"No, no, no, no, no." The Doctor laughed mirthlessly. "No, I've got the word. You're the Dalek's pet!"

Rose glanced at him worriedly, sensing the rage barely concealed beneath the Doctor's mocking exterior, before she tensed as Davros turned to her suddenly, snarling: "So very full of fire, is he not. And to think you crossed entire universes, striding parallel to parallel to find him again."

"Leave her alone." The Doctor ordered sharply, but Davros retorted: "She is mine to do as I please."

"Then why am I still alive?" Rose challenged stiffly, and Davros replied simply: "You must be here. It was foretold. Even the Supreme Dalek would not dare to contradict the prophecies of Dalek Caan."

He turned as another light lit up in the far back of the room, revealing a revolting looking head-creature, almost like a living brain with tentacles sprouting from it. It was the head of a Dalek, exposed from its usual dome casing, and Rose felt bile rising in her mouth as she stared at the Dalek.

"So cold and dark." Dalek Caan croaked in a funny, twisted voice that thinly veiled the madness within. "Fire is coming. The endless flames."

"What is that thing?" Rose hissed at the Doctor, and he answered grimly: "You've met before."

He looked at Rose as he explained flatly: "The last of the Cult of Skaro."

Rose's lips parted in understanding, while the Doctor turned his dark eyes back on Caan as he said darkly: "But it flew into the Time War, unprotected."

"Caan did more than that." Davros corrected, and the Doctor turned to him as Davros explained: "He saw Time. Its infinite complexity and majesty, raging through his mind. And," Davros fixed the Doctor with a stare, "he saw you."

Davros's eyes traveled across to look at Rose as well as he added: "Both of you."

Rose tensed, before glancing at Caan as the Dalek piped up: "This I have foreseen, in the wild and the wind. The Doctor will be here as witness, at the end of everything."

The Doctor turned back to Caan, his brows furrowed as Caan cackled madly: "The Doctor and his precious Children of Time."

Caan giggled like a child before he added gleefully: "And one of them will die, while the other will be lost."

Rose stiffened, while the Doctor asked furiously: "Was it you, Caan? Did you kill Lily?"

Caan just giggled and the Doctor demanded, his voice rising and filling with a terrible, powerful anger: "Why did the Tardis door close? Tell me!"

"Oh," Davros chortled, "that's it."

The Doctor turned his dark eyes on Davros once more as Davros said almost in awe: "The anger, the fire, the rage of a Time Lord who _butchered_ millions."

Rose took a sharp breath, glancing at the Doctor who continued to stare at Davros as the alien taunted: "There he is."

He waited, but the Doctor remained silent, simply glaring at Davros and Davros almost seemed to raise a brow as he questioned: "Why so shy? Show your companion. Show her your true self. Dalek Caan has promised me that too."

The Doctor's eyes narrowed, when Caan chimed in darkly: "I have seen. At the time of ending, the Doctor's soul will be revealed."

"What does that mean?" The Doctor asked tightly, but Davros replied mysteriously: "We will discover it together. Our final journey. Because the ending approaches."

He turned away as he finished determinedly: "The testing begins."

"Testing of what?" The Doctor asked, frowning.

Davros turned slowly to face the Doctor, and he answered flatly: "The Reality bomb."

The Doctor's eyes widened and his jaw dropped.

"Testing calibration of Reality bomb." The Supreme Dalek's voice called over the speakers, and the Doctor looked up in horror. "Firing in ten rels. Nine, eight, seven-"

"Behold." Davros told them triumphantly. "The apotheosis of my genius."

He pressed a button to reveal a screen before them, showing a room with a large group of humans gathered below some kind of ray, the Dalek army surrounding the group and keeping them in place as the Supreme Dalek continued to count down: "Four, three, two, one, zero."

"Activate planetary alignment field." The Supreme Dalek called.

* * *

Lily P.O.V.

The group stumbled as the Tardis suddenly shuddered.

"What was that?" Lily asked in alarm, turning quickly to check the scanner.

The New Doctor and Donna did the same, peering over her shoulders, and all three of their jaws dropped.

"It's the planets." The New Doctor said in horror. "The twenty-seven planets."

They watched as the scanner showed all twenty-seven planets starting to glow, and Lily's stomach clenched. She had a very, very bad feeling about this.

* * *

Doctor P.O.V.

"That's Z-neutrino energy," the Doctor said in a mix of disbelief and horror as he stared at the laser starting to fire up, "flattened by the alignment of the planets into a single string. No."

He snapped his head back to Davros as he urged in alarm: "Davros. Davros, you can't!"

Davros simply turned away, ignoring him, and the Doctor shouted in despair: "You can't! No!"

* * *

Lily P.O.V.

"What does that mean?" Lily asked the New Doctor as she gestured at the glowing planets.

He was leaning on his hand beside her, staring at the screen thoughtfully, and he explained: "Single string Z-neutrinos compressed..."

He trailed off as the realization hit him and he slowly lowered his hand as he whispered: "No way."

"What?" Lily demanded, and the New Doctor slowly turned to look at her.

* * *

Doctor P.O.V.

The Doctor watched in horror as the laser fully powered up and fired, and Rose's eyes widened in horror as she saw the humans on the screen slowly dissolve into atoms, leaving no trace of their existence behind.

"Doctor," Rose said shakily, "what happened?"

"Electrical energy, Miss Tyler." Davros replied instead, and the Doctor's jaw clenched as he turned despairing eyes on Davros.

Davros ignored him as he explained: "Every atom in existence is bound by an electrical field. The Reality bomb cancels it out. Structure falls apart. That test was focused on the prisoners alone."

He gestured at the screen, and Rose turned her tear-filled eyes back to the screen as the full weight of the terrible act sank in, while Davros finished with a smirk: "Full transmission will dissolve every form of matter."

"The stars are going out." Rose said numbly, and the Doctor murmured: "The twenty seven planets. They become one vast transmitter, blasting that wavelength."

"Across the entire universe." Davros added smugly. "Never stopping, never faltering, never fading."

The Doctor was breathing heavily as he turned to glare at Davros once more while Davros continued: "People and planets and stars will become dust, and the dust will become atoms, and the atoms will become… nothing."

He smiled as he went on triumphantly: "And the wavelength will continue, breaking through the Rift at the heart of the Medusa Cascade into every dimension, every parallel, every single corner of creation. This is my ultimate victory, Doctor! The destruction of reality itself!"

* * *

Lily P.O.V.

The New Doctor was busy gathering materials to build some kind of gizmo, Lily holding the half-built gadget he was working on while Donna watched curiously.

"So," Donna asked as the New Doctor returned carrying more parts, "what is this thing?"

She pointed at the gizmo in Lily's hands, and the New Doctor explained: "It's our only hope. A Z-neutrino biological inversion catalyser."

Lily frowned while Donna interjected impatiently: "Yeah. Earth girl, remember?"

The New Doctor sighed but he explained quickly: "Davros said he built those Daleks out of himself. His genetic code runs through the entire race. If I can use this," he took the gadget from Lily as he began to finalize it, "to lock the Crucible's transmission onto Davros himself-"

"It destroys the Daleks?" Donna realized, and Lily's eyes widened while the New Doctor agreed grimly: "Biggest backfire in history."

"You would kill them all?" Lily asked quietly, and the New Doctor answered grimly: "If I have to. Then yes."


	119. 42-3 Horrifying Truth

The Doctor looked up in surprise as the screen above him and Rose went blank, before slowly coming into focus as a familiar voice called: "This message is for the Dalek Crucible."

Rose frowned as she recognized the face that appeared while the Doctor's eyes widened as Martha called: "Repeat. Can you hear me?"

"Put me through." The Doctor ordered, turning to Davros.

"It begins As Dalek Caan foretold." Davros commented happily, and Caan added gleefully: "The Children of Time will gather, and one of them will die, while the other is lost."

He giggled, and Rose glared while the Doctor snapped: "Stop saying that. Put me through!"

He turned back to the screen, and Martha suddenly lit up as she called happily: "Doctor!"

But her face fell immediately, and she said contritely: "I'm sorry, I had to."

He frowned, not understanding, while Davros rolled forward as he crooned: "Oh, but the Doctor is powerless. My prisoner."

He nodded at the Doctor, before he called to Martha: "State your intent."

Martha's face became grim as she held up what looked like a flash disk, saying in a firm voice: "I've got the Osterhagen Key. Leave this planet and its people alone, or I'll use it."

Davros raised a brow while the Doctor frowned, asking blankly: "Osterhagen what? What's an Osterhagen Key?"

Martha swallowed before she told them grimly: "There's a chain of twenty five nuclear warheads placed in strategic points beneath the Earth's crust. If I use the key, they detonate and the Earth gets ripped apart."

"What?" The Doctor demanded incredulously. "Who invented that? Well," he muttered under his breath, "someone called Osterhagen, I suppose. Martha," he called to his former companion, "are you insane?"

Her face was drawn as she heard his appalled tone, but she was firm in her decision as she informed the Doctor: "The Osterhagen Key is to be used if the suffering of the human race is so great, so without hope, that this becomes the final option."

"That's never an option." The Doctor whispered in horror, and Martha snapped: "Don't argue with me, Doctor! Because it's more than that. Now, I reckon the Daleks need these twenty seven planets for something. But what if it becomes twenty six?"

She held up the key as she warned sharply: "What happens then? Daleks? Would you risk it?"

"She's good." Rose commented suddenly, beaming in respect as she eyed Martha.

The Doctor turned to her, his jaw dropping in disbelief, while Martha asked curiously as she spotted Rose: "Who's that?"

"My name's Rose." Rose explained. "Rose Tyler."

Martha's eyes widened and she said in disbelief: "Oh, my God. I can't believe he found you after all. Did you see Lily yet? Where is she anyway?"

She eyed their holding cell position, as though hoping to spot her friend, but she paused as Rose's face fell and the Doctor's jaw locked.

"No…" Martha whispered, horror seeping into her face, when suddenly a second screen appeared beside Martha's.

The Doctor blinked as the screen showed four people, with a very beat-up looking Jack in the centre and holding up a small pendant attached to some wiress as he called: "Captain Jack Harkness, calling all Dalek boys and girls. Are you receiving me?"

He grinned but it was filled with grim determination as he called: "Don't send in your goons, or I'll set this thing off."

Rose's jaw had dropped and she said in delight: "He's still alive."

She paused, and then gasped as she pointed at the screen to a blonde woman standing behind Jack: "Oh, my god. That, that's my mum."

"And Mickey." The Doctor murmured as he noted the young man standing beside Jackie, before he cleared his throat and the Doctor called in confusion: "Captain, what are you doing?"

"I've got a Warp Star wired into the mainframe." Jack answered firmly and the Doctor's jaw dropped for a second time. "I break this shell, the entire Crucible goes up."

"You can't!" The Doctor cried in complete disbelief. What was with his friends today? "Where did you get a Warp Star?"

"From me." Sarah Jane admitted as she stepped into better view on the screen as well.

"We had no choice." She pleaded as the Doctor's gaze filled with sorrow. "We saw what happened to the prisoners."

"Impossible." Davros murmured as he rolled forward to get a better look. "That face. After all these years."

Sarah Jane's eyes had widened in turn, and she whispered as she stared back: "Davros."

Her eyes narrowed and her voice filled with hostility as she spat: "It's been quite a while. Sarah Jane Smith. Remember?"

"Oh," Davros smirked, "this is meant to be. The circle of Time is closing. You were there on Skaro at the very beginning of my creation."

"And I've learnt how to fight since then." Sarah Jane snapped back. "You let the Doctor go, or this Warp Star, it gets opened."

The Doctor's head slowly dropped as he stared at the ground, feeling too stunned at this turn of events to really register any more while Jack added warningly: "I'll do it. Don't imagine I wouldn't."

"Now that's what I call a ransom." Rose smiled appreciatively, glancing at the Doctor.

Her face fell as she saw him looking, if possible, even more despondent than before, and she asked hesitantly: "Doctor?"

"And the prophecy unfolds." Davros smirked.

"The Doctor's soul is revealed." Caan added with a mad laugh. "See him. See the heart of him."

The Doctor's shoulders were tense as he stood staring blankly ahead, while Davros taunted: "The man who abhors violence, never carrying a gun."

The Doctor's fists clenched as he kept his eyes averted from everyone, while Davros continued: "But this is the truth, Doctor. You take ordinary people and you fashion them into weapons."

Each of his former companions blinked, stunned by Davros's words but unable to deny the truth. Sarah Jane's face fell while Martha's gaze dropped in shame and Rose's face was filled with pain as Davros mocked: "Behold your Children of Time, transformed into murderers."

Rose glanced at the Doctor as Davros hissed: "I made the Daleks, Doctor. You made this."

"They're trying to help." The Doctor countered quietly, but his face was still filled with pain.

Davros recognized this and he merely went on, adding fuel to the fire: "Already I have seen them sacrifice today, for their beloved Doctor."

The Doctor frowned in confusion, and Davros was all too happy to explain: "The Earth woman who fell opening the Subwave Network."

"Who was that?" The Doctor asked, puzzled, and it was Rose who answered softly: "Harriet Jones."

The Doctor turned to stare at Rose, stunned once more, and he could only gape in horror as Rose admitted quietly: "She gave her life to get you here."

The Doctor's hearts clenched and he turned back to Davros in complete agony as Davros asked menacingly: "How many more? Just think. How many have died in your name?"

The Doctor's eyes widened, and suddenly it was like his life flashing before his eyes. But it wasn't life, it was death, all those deaths that had happened because of him. From times before he'd met Lily, but then so many more even after- Sir Robert and those from Torchwood back in Victorian Scotland; Mrs. Moore who wasn't Mrs. Moore; Ursula and those who'd lost their lives fighting the Hoix for Elton; the Face of Boe; Chantho; Astrid; Luke Rattigan; Jenny. And most recently, River Song and the mysterious host, Rickey. All gone.

Because of him.

The Doctor's teeth clenched and his shoulders began to heave as he shook slightly even as he stared at Davros with tears glazing his dark eyes while Davros finished flatly: "The Doctor. The man who keeps running, never looking back because he dare not, out of shame."

Davros stared at the Doctor as he said quietly: "This is my final victory, Doctor. I have shown you… yourself."

And that was the final blow, hitting the Doctor right in the chest where it hurt. The Doctor's fists were clenched so tightly his knuckles had gone white but he could do nothing except stare bitterly back at Davros.

"Enough." The Supreme Dalek's voice called. "Engage defence zero five."

"It's the Crucible or the Earth." Martha warned determinedly as she held up the Osterhagen key.

But she suddenly felt a jolt go through her, and Martha gasped as a bright light enveloped her while a strange but familiar sensation grasped her stomach, as though pulling her through a tight space.

"No!" Martha screamed as she was teleported away, the key dropping from her hand and falling uselessly to the ground.

Meanwhile, Jack also faced the same fate as he and his group were snatched away, the Captain similarly dropping the Warp Star and letting it fall harmlessly to the floor.

They all arrived with a tumble in the vault before the Doctor, Martha falling particularly hard, and Jack hurried over quickly as he called: "I've got you. It's all right."

He helped her up, while the Doctor shouted urgently: "Don't move, all of you. Stay still."

He reached for his friends, but his hand hit the force field once more, causing it to light up as it kept him back.

"Guard them!" Davros called to the Daleks, before he ordered the group: "On your knees, all of you. Surrender!"

"Do as he says." The Doctor pleaded, but the companions hesitated, unwilling to give up without a fight.

But they were severely outnumbered as the Daleks rolled menacingly forward, and Jackie was the first to do as the Doctor said. She dropped to her knees, and the others slowly followed her lead.

Rose meanwhile hissed at her mother: "Mum, I told you not to."

"Yeah, but I couldn't leave you." Jackie muttered back. "Besides, I miss Lily, too."

Rose rolled her eyes, before glancing over worriedly as Davros rolled forward, murmuring: "The final prophecy is in place. The Doctor and his children, all gathered as witnesses. Supreme Dalek," he called, "the time has come. Now, detonate the Reality bomb!"

The Doctor tensed as the Supreme Dalek called over the speakers: "Activate planetary alignment field. Universal Reality detonation in two hundred rels."

"You can't, Davros!" The Doctor shouted. "Just listen to me! Just stop!"

"Ah, ha, ha, ha!" Davros laughed madly, sounding almost as insane as Caan. "Nothing can stop the detonation. Nothing and no one!"

But suddenly they could all hear a familiar whooshing, and Davros's laugh faded as everyone in the room slowly turned to stare at the far side of the room where the wheezing was coming from.

"But that's…" The Doctor said in disbelief while Sarah Jane's eyes widened and Jack beamed.

"Impossible." Davros gasped as the Tardis materialized in the far corner of the room.

The door slowly creaked open, and everyone blinked as the New Doctor stepped out, his gizmo in his hand as he stared at them all with grim determination.

"Brilliant." Jack commented, while the others could only gape in shock.

The Doctor's lips had parted and he seemed to be trying to get himself to speak as he stared at his twin, while Davros reeled physically away from the New Doctor. The New Doctor stared back at Davros, his face set, and suddenly he broke into a run, dashing right across the room towards Davros.

The companions' eyes widened in surprise and hope as the New Doctor charged, but the Doctor's eyes widened in horror.

"Don't!" The Doctor yelled in warning, finally finding his tongue, but it was too late as Davros zapped the New Doctor with lightning from his finger.

The New Doctor fell with a cry of pain, dropping his gizmo in the process, and the companions' faces dropped in horror.

"Activate holding cell." Davros ordered calmly, and they all watched in horror as a force field dropped around the New Doctor.

"Doctor!" A voice shouted.

The Doctor whipped is head around to see Donna racing out the Tardis, running for the New Doctor and his fallen gadget. Stooping down, the redhead picked up the gizmo, calling: "I've got it!"

They all watched her, hope filling the companions once more while the two Doctors' eyes widened in horror.

Sure enough, Donna yelled desperately as she clutched the weapon uselessly: "But I don't know what to do!"

"Donna, drop it!" Lily shouted in warning as she came running out the Tardis last, having been the one left to park the Tardis properly, but it was a moment too late.

Davros zapped Donna as well, causing her to drop the gizmo to the ground as she was sent flying backwards.

"Donna!" The Doctor and Lily yelled in alarm as Donna crashed into a metal control box, and Lily didn't even look at the weapon twice as she ran for Donna instead.

Davros sneered, while Lily bent beside Donna, checking the redhead as the Doctor yelled: "Donna! Are you all right? Donna!"

"Destroy the weapon." Davros ordered, and a Dalek obeyed as it blasted the gizmo.

Rose grit her teeth as Davros turned to the Doctor, sneering: "I was wrong about your warriors, Doctor. They are pathetic."

The Doctor glared at him, when Rose whispered from the side, her brows pulled together in confusion: "How come there are two of you?"

"Human biological metacrisis." The Doctor replied before he added in a mutter: "Never mind that. Now we've got no way of stopping the Reality Bomb."

He glanced over at Lily as he spoke, his relief that she was all right already cutting short as their imminent death approached. But he paused, blinking in surprise as he saw what the brunette was doing… and more specifically, who with.

"Detonation in twenty rels. Nineteen." The Supreme Dalek's voice called over the speakers.

"Stand witness, Time Lord." Davros sneered, and the Doctor shook himself quickly to focus on Davros, trying not to draw attention to Lily. "Stand witness, humans."

He showed them a screen with an image of the planets, all starting to glow again and he sneered: "Your strategies have failed, your weapons are useless, and. Oh. The end of the universe has come."

"Nine," the Supreme Dalek called as the companions clutched each other in fear and despair, "eight, seven, six, five, four, three, two, one."

Suddenly the screen went blank before it disappeared, and the others all looked around in confusion as an alarm blared.

"You really shouldn't underestimate us." Lily commented as she pulled levers. "If you'd just put guards on us, like you should've, you might actually have won. Then again, I knew you wouldn't."

The companions stared, the New Doctor stared, Davros and Caan and all the Daleks stared, while the Doctor beamed proudly as Lily pressed another button while Donna added from where she was working beside the brunette woman: "Your arrogance is so typical of males."

She pulled another lever while Lily pressed another button as Donna fired off: "Closing all Z-neutrino relay loops using an internalised synchronous back-feed reversal loop."

The redhead pressed a final button on the panel, finishing smugly: "That button there."

"System in shutdown!" A Dalek cried, and another added: "Detonation negative."

"Explain." The Supreme Dalek demanded over the speakers. "Explain. Explain!"

"What I don't get is," the Doctor interjected, "Lily figuring that out," he shrugged, "unrealistic but still 0.01% probable. But Donna," he frowned, "you can't even change a plug."

"Do you want to bet, Time Boy?" Donna challenged, grinning widely while Lily threw a worried glance at the redhead.

"You'll suffer for this." Davros snarled, lifting his finger, but Donna pointed to a lever as she said casually: "Lily?"

Lily threw up the lever, and Davros's electrical zap traveled up his arm instead of shooting out at the two women.

"Argh!" Davros yelled in pain while Donna fired off: "Oh, bio-electric dampening field with a retrograde field arc inversion."

Lily winced, glancing again at Donna with worry etched on her face, while Davros shouted furiously: "Exterminate them!"

"Exterminate." The Daleks called as they rolled forward, pointing their laser guns at the two young women. The Doctor whipped his head back to Donna and Lily in alarm as the Daleks cried: "Exterminate. Exterminate."

Donna moved quickly, working faster than Lily could figured out what she was doing, and suddenly the Daleks' guns faltered, pointing down.

Donna smirked, while the Daleks reported: "Weapons non-functional."

"What did you do?" Lily asked, stunned, and Donna beamed: "Macrotransmission of a K-filter wavelength blocking Dalek weaponry in a self-replicating energy blindfold matrix."

"How did you work that out?" The Doctor asked, his brows furrowing in confusion.

He glanced at Lily, who was looking at the New Doctor guiltily, and the Doctor's eyes widened in realization as he gasped: "You're-"

"Time Lord." The New Doctor interjected in explanation. "Part Time Lord."

"Part human." Donna agreed before she squealed happily: "Oh, yes. That was a two-way biological metacrisis."

"You have no idea the headache I had with these two." Lily told the Doctor seriously, wincing as she remembered the two fighting and challenging each other while making the now burnt gizmo. And that wasn't even what was worrying her the most about Donna's new state.

The Doctor blinked, while Donna cheered: "Half Doctor, half Donna. Although, there's a small part Lily in here too."

She grinned, while the Doctor's jaw dropped and he whispered numbly: "The Doctor Lily Donna. Just like the Ood said, remember? They saw it coming. The Doctor Lily Donna."

Donna beamed at him while everyone else watched on in various levels of confusion and some understanding, before Donna added casually: "Holding cells deactivated."

She pressed a lever, releasing the two Doctors and Rose, even as she continued while pressing different levers: "And seal the Vault."

The whole room seemed to be frozen as everyone blinked uncertainly, not sure what was happening anymore, and Donna called impatiently: "Well, don't just stand there, you skinny boys in suits. Get to work."

The two Doctors dashed into action immediately, rushing over to join Donna and Lily, who backed away quickly to give them room. But the Doctor caught her before she could, and he pulled her in for a quick but desperate kiss, letting the relief rush through him just for a moment that she was alive and safe.

"Stop them!" Davros yelled as he pointed at the group around the controls. "Get them away from the controls."

Lily pushed the Doctor away quickly in alarm, but Donna was already on it as she said with a wide smile: "And spin."

She pressed a button, sending the Daleks spinning on the spot.

"Help me." The Daleks called as they spun helplessly, making Jack laugh. "Help me!"

"And the other way." Donna said nonchalantly as she twiddled some dials, making the Daleks spin the other way while the Doctor snuck in another kiss with Lily.

She kissed him back, feeling a little safer to do so, though she pushed him gently when he tried to deepen the kiss, urging him to focus while the New Doctor asked Donna curiously: "What did you do?"

"Trip switch circuit-breaker," she explained, "in the psychokinetic threshold manipulator. "

"But that's brilliant!" The New Doctor gasped, while the Doctor wondered: "Why did we never think of that?"

"Because you two," Donna replied condescendingly, "were just Time Lords, you dumbos, lacking that little bit of human. That gut instinct that comes hand in hand with Planet Earth."

The New Doctor beamed while the Doctor raised a brow as Donna let out a content sigh as she mused: "I can think of ideas you two couldn't dream of in a million years. Ah, the universe has been waiting for me."

She beamed before becoming serious again as she said determinedly: "Now, let's send that trip switch all over the ship."

She took a deep breath and made to start before she paused.

"Did I ever tell you," she asked before pointing at herself, "best temp in Chiswick?"

Lily had to laugh a little, shaking her head as Donna wiggled her fingers as she bragged: "Hundred words per minute."

"Ha!" The New Doctor laughed gleefully while Donna worked quickly, pressing buttons and pulling levers, and causing general mayhem throughout the Crucible.

Jack took the opportunity to run for the Tardis, dashing inside quickly as Donna ordered the two Doctors: "Come on then, boys. We've got twenty seven planets to send home. Activate magnetron."

She grinned as she pulled a lever, and the two Doctors had to grin back despite themselves while Davros shouted furiously: "Stop this at once!"

He tried to roll forward, but Donna gestured towards Lily, who pressed a button at the Doctor's instruction. Davros's wheelchair became stuck, refusing to move, while Jack came running out of the Tardis, carrying two enormous guns.

"Where on earth did you dig that up from?" Lily demanded, while Jack shouted: "Mickey!"

He tossed a gun to Mickey, before turning to Lily as he explained: "The Doctor confiscates weapons from people – knew he had to keep them locked up somewhere."

She sighed while the Doctor grimaced slightly, and Davros yelled in the background: "You will desist!"

Mickey silenced him by pointing his gun right in front of Davros, and he said firmly: "Just stay where you are, mister."

Jack meanwhile ran forwards only to find the spinning Daleks annoyingly in his way.

"Out of the way." He ordered as he shoved the Daleks down the corridor outside, the Dalek spinning off helplessly.

He then pointed his gun at Davros, keeping an eye on him with Mickey, while Sarah Jane and Rose pushed another Dalek off.

'Good to see you again." Sarah Jane called, and Rose agreed with a beaming smile: "Oh, you too."

They shoved the Dalek off, Rose dusting her hands proudly while Jackie watched with satisfaction as the Dalek rolled away, crying out weakly. The good woman then moved forward, rushing towards Lily, who took Jackie in her arms as the older woman embraced her.

"Oh, Lily! It's so good to see you again." Jackie squealed happily, and Lily had to smile as she hugged her aunt back tightly, just letting the joy wash through her for a moment as she felt the familiar, parental embrace.

"Ready?" Donna called to the two Doctors. "And reverse."

The trio pulled levers, and the planets began to disappear one by one from the screen.

The others all looked up to watch as the Doctor called: "Off you go, Clom."

"Back home," the New Doctor added, "Adipose Three."

"Shallacatop, Pyrovillia and the Lost Moon of Poosh." Donna added as she flipped swtiches. "Sorted. Ha!"

The Doctor glanced at her before looking back down at his work while the New Doctor agreed as he let out jubilantly: "Ha!"

"We need more power!" The Doctor called as he turned to work, and Rose piped up as she walked over: "Is anyone going to tell us what's going on?"

"How about a hug first?" Lily asked with a small smile, opening her arms wide to her cousin. Rose grinned, and hugged Lily back as Jackie beamed at them.

"Glad you're okay." Rose murmured, and Lily agreed: "Me too."

They let go, and Lily explained: "The Doctor poured all his regeneration energy into his spare hand. Donna touched the hand, and he," she gestured at the New Doctor, "grew out of that but that fed back into Donna."

"But, it just stayed dormant in my head till the synapses got that little extra spark, kicking them into life." Donna added with a wide smile. "Thank you, Davros!"

She beamed as she pointed at herself, saying proudly: "Part human, part Time Lord. And I got the best bit of the Doctor. I got his mind."

The two Doctors glanced at Donna, while Sarah Jane asked incredulously: "So there's three of you?"

"Three Doctors?" Rose repeated with a raised brow, and Jack frowned: "I can't tell you what I'm thinking right now."

"You're so unique the timelines were converging on you." The Doctor murmured as he looked down at Donna. "Human being with a Time Lord brain."

"And Lily." Donna countered smugly, causing the Doctor and Lily to frown.

"Me?" Lily asked, puzzled, while the Doctor looked at her in concern as Donna explained: "Lily touched me just for a fraction of a second, right before he was born."

She jerked her head at the New Doctor, who looked up as well, before continuing: "And in the split second, she passed on the best human quality, the best trait that Lily herself carries."

"What?" Lily asked, bewildered, when Rose said slowly: "Heart."

Lily looked at her cousin in surprise, as Rose lifted her eyes and said with a wide smile: "You've got heart, and compassion. I always said."

She grinned, while Lily blinked, taken aback. Donna nodded as she beamed: "So, I'm better than these two," she gestured at the two Doctors who frowned, "because I've got their minds but Lily's heart."

"Oi." The New Doctor complained at the insult, but the Doctor butted in: "Not entirely true, Donna. You don't give yourself enough credit."

Donna raised a brow, and the Doctor smiled at her as he told her gently: "You have your fiery spirit. Sure, it's got temper-"

"Oi, Spaceman." Donna said sharply, but the Doctor continued kindly: "- but it's also got warmth. You have you in there too."

Lily smiled a little as she saw Donna look a little thoughtful before the redhead smiled widely.

"So, I'm the best out of all of us." She bragged, making them all laugh a little.

Their light mood was cut off, however, when Davros thundered: "But you promised me, Dalek Caan. Why did you not foresee this?"

Caan giggled madly, and Lily frowned while the Doctor said sternly: "Oh, I think he did. Something's been manipulating the timelines for ages, getting Donna Noble to the right place at the right time."

"This would always have happened." Caan corrected. "I only helped, Doctor. Your human lover's persistence at your side until this moment is proof of that."

The Doctor pursed his lips while Lily frowned. Surely, that didn't mean… did it?

"You," Davros said, sounding stunned, " _betrayed_ the Daleks."

"I saw the Daleks." Caan sneered, and the Doctor's eyes narrowed. "What we have done, throughout time and space, I saw the truth of us, Creator, and I decreed, no more!"

Lily's eyes widened, and she turned to look up at the Doctor. He was staring at Caan as well, the statement feeling like a punch to the gut. And yet, it meant – beyond any doubt – that Caan meant what he said. He had been altered.

The Supreme Dalek's voice boomed menacingly across the speakers: "I will descend to the Vault."

"Heads up!" Jack yelled in warning, moving his gun to point at the Supreme Dalek as it began to fly down towards them.

The group all tensed, preparing themselves as the Supreme Dalek descended into the vault, accusing: "Davros, you have betrayed us."

"It was Dalek Caan." Davros protested weakly.

The two Doctors worked quickly at the controls as the Supreme Dalek ordered: "The Vault will be purged. You will all be exterminated."

The Supreme Dalek fired at the control panel, throwing the two Doctors away as they backed away from the sparks that flew up around the machine.

"Like I was saying," Jack shouted as he aimed at the Supreme Dalek, "feel this!"

He fired his gun at the Supreme Dalek, and this time the shot was powerful enough. The Supreme Dalek blew up, dying, while the two Doctors dashed back to the controls in vain hope.

"Oh, we've lost the magnetron." The Doctor groaned. "And there's only one planet left. Oh," he moaned, "guess which one."

"It's always us." Lily said with a short sigh, and the Doctor agreed as he too sighed, before he said quickly: "But we can use the Tardis."

Lily was already running for the Tardis, and she called over her shoulder: "Well, hurry up then, slowpoke."

"Slowpoke?" The Doctor repeated in mock-insult as he dashed after her into the Tardis, where she ran about the console as she readied the Tardis.

He joined her quickly as she teased: "Yes, slowpoke. What, did you stop for tea?"

"I'll show you slow in a minute, cheeky." He returned, sending her a grin before he refocused.

The pair dashed about, making the necessary arrangements as the New Doctor called from outside, checking what readings he could from the control panel: "Holding Earth stability. Maintaining atmospheric shell."

Donna hurried to help him as he worked the few controls left intact, doing what he could to add power to the Tardis, when Caan hissed: "The prophecy must complete."

"Don't listen to him." Davros snapped, but Caan warned: "I have seen the end of everything Dalek, and you must make it happen, Doctor."

He looked at the New Doctor, whose eyes darkened as he said grimly: "He's right."

Donna whipped her head to stare at him, but he didn't notice as he murmured: "Because with or without a Reality bomb, this Dalek Empire's big enough to slaughter the cosmos."

He glanced around the ship as he realized: "They've got to be stopped."

"Just, just wait for the Doctor." Donna said quickly, but the New Doctor just turned his dark eyes on her as he replied: "I am the Doctor."

Donna's eyes widened as the Doctor flipped a few more switches, calling: "Maximising Dalekanium power feeds."

"Think what Lily would say!" Donna implored in alarm, and the Doctor looked at her incredulously.

"Why?" He asked, and before Donna could answer he shouted as he pulled the final lever: "Blasting them back!"

All the Daleks around them, and all over the ship and the Medusa Cascade, cried out as they started to explode. The force of the explosions rocked the Tardis, and the Doctor and Lily frowned as they felt the Tardis move.

"What?" The Doctor asked, when Lily's eyes suddenly widened.

"He didn't." She gasped, the colour draining from her face.

The Doctor took one look at her face and he was running for the doors, Lily hot on his tail, as they ran out to see the Daleks crashing and burning, while the New Doctor looked on impassively.

"What have you done?" The Doctor shouted in dismay, and the New Doctor looked over at him.

The flat expression in his eyes made Lily's blood run cold, for she'd only seen that expression a handful of times, back in the early days with the Doctor.

"Fulfilling the prophecy." The New Doctor told the Doctor monotonously, and the Doctor could only stare in horror for a moment as the whole Crucible began to shake and debris began to rain down on them.

"Do you know what you've done?" The Doctor demanded furiously while the others all ducked in alarm. "Now get in the Tardis!"

The New Doctor stared at him in surprise but quickly did as he ordered as the Crucible began to fall apart, and the Doctor shouted: "Everyone! All of you, inside! Run!"

The group all dashed into the Tardis and safety, as Lily called: "Come on, inside, quickly!"

She urged them all inside as the Doctor shouted: "In! In! In! In!"

"Sarah Jane!" The New Doctor called as he urged them all from just inside the Tardis. "Rose! Jackie! Jack! Mickey!"

He grinned in satisfaction as Mickey, the last of the companions, dashed inside and into safety, but Lily and the Doctor remained by the door as they stared at the last two remaining occupants of the Crucible.

"Davros?" The Doctor called urgently as flames started to break out and larger pieces of the ceiling collapsed in on the vault. "Come with me. I promise I can save you."

"Never forget, Doctor." Davros snarled. "You did this!"

He pointed at the Doctor, and Lily clutched the Doctor's arm as Davros shouted in a mix of fury and despair: "I name you! Forever, you are the Destroyer of the Worlds!"

A wall of flames leapt up between them and Davros as Davros screamed for the last time, and Caan warned just before he too fell to his doom: "One will still die, and one will still be lost, Doctor. One…"

He was cut off at last as well, and Lily gasped as she looked up at the Doctor beseechingly: "Doctor-"

He cut her off as he turned and raced inside the Tardis, pulling her with him forcefully. Lily stumbled as the Doctor basically dragged her to the console, joining the others as he said determinedly: "And off we go."

The Tardis took off, disappearing just before the Crucible exploded with a large bang.


	120. 42-4 Goodbyes

"But what about the Earth?" Sarah Jane gasped. "It's stuck in the wrong part of space."

"I'm on it." The Doctor replied shortly as he moved before the monitor and called: "Torchwood Hub, this is the Doctor. Are you receiving me?"

"Loud and clear." A female voice replied instantly, and then a connection appeared on the screen. "Is Jack there?"

"Can't get rid of him." The Doctor answered jokingly, before he glanced at the Captain and asked: "Jack, what's her name?"

"Gwen Cooper." Jack replied with a smile.

Lily leaned in as well to examine the other dark-haired woman, giving her a tentative smile, while the Doctor asked randomly: "Tell me, Gwen Cooper, are you from an old Cardiff family?"

"Yes, all the way back to the eighteen hundreds." Gwen answered, confused, and the Doctor chuckled: "Ah, thought so. Spatial genetic multiplicity."

"Oh, yeah." Rose agreed with a smile, and Lily glanced at them curiously while the Doctor mused: "Yeah, it's a funny old world."

Rose caught Lily's gaze, and she recounted the story briefly in a quiet undertone, missing the New Doctor's longing glance, while the Doctor called: "Now, Torchwood, I want you to open up that Rift Manipulator. Send all the power to me."

 **"** Doing it now, sir." A man popped his head into the screen to reply.

The Doctor blinked, but didn't have time to ask as he worked quickly to prepare to receive the power, while his companions watched curiously.

"What's that for?" Martha asked, and the Doctor explained: "It's a tow rope. Now then. Sarah," he looked at the woman, "what was your son's name?"

"Luke." Sarah Jane replied promptly. "He's called Luke."

The Doctor turned back to the console, before looking up in surprise as Sarah Jane added: "And the computer's called Mister Smith."

"Calling Luke and Mister Smith." The Doctor called without further delay. "This is the Doctor. Come on, Luke. Shake a leg."

A teenage boy, maybe fourteen years old, came running to the screen, asking: "Is Mum there?"

"Oh, she's fine and dandy." The Doctor smiled while Lily laughed beside him and Sarah Jane called happily: "Yes! Yes!"

"Now, Mister Smith," the Doctor called, "I want you to harness the Rift power and loop it around the Tardis. You got that?"

"I regret," a computerized voice answered, "I will need remote access to Tardis base code numerals."

Lily frowned unhappily, as did the Doctor who muttered: "Oh, blimey, that's going to take a while."

"No, no, no. Let me." Sarah Jane called as she dashed over.

Lily quickly moved aside for the older woman standing beside the Doctor as Sarah Jane called: "K9, out you come!"

On the screen, K9's familiar form beamed in beside the young boy, the robot dog calling: "Affirmative, Mistress."

"K9!" Lily called happily, while the Doctor cheered: "Oh! Oh ho! Oh, good dog! K9, give Mister Smith the base code."

"Master." K9 replied in affirmative. "Tardis base code now being transferred. The process is simple."

"I love him." Lily beamed, and the Doctor complained: "Oi, what about me? I've been doing all the work here."

"Yes, yes, I love you, too." Lily chuckled, and he grinned while Sarah Jane's eyes lit up in happy surprise as Jack rolled his eyes and Rose giggled. Donna was also laughing while Martha shook her head with a wide smile. Mickey and Jackie looked a little confused, but they smiled as well to see the Doctor and Lily exchanging grins.

"Good." The Doctor told Lily, kissing the side of her head gently, before he dashed off around the console calling: "Now then, you lot."

He pulled Sarah Jane to a position at the console as he said firmly: "Sarah, hold that down."

She blinked but did as he said, grabbing the lever he'd pointed to, while the Doctor added: "Mickey, you hold that."

Mickey blinked, but he did as the Doctor said, holding the lever for all he was worth. Lily stayed in the spot before the scanner as the Doctor told the group: "Because you know why this Tardis always is always rattling about the place?"

He moved back towards Lily and Rose, and he called: "Rose? That, there."

He pointed to a button and Rose moved to get ready to press it as the Doctor moved on, continuing: "It's designed to have six pilots, and I have to do it single handed."

"Or its because you like to show off and don't use the stabilizers." Lily muttered as the Doctor moved passed them to Donna, who had also already taken her place and was ready.

"You're being cheeky again." He complained, wagging a finger at her.

"How did you know that?" Rose asked Lily in surprise, and the brunette woman explained: "It was in the Tardis manual, but he didn't want to teach it to me. I had to beg him to translate it, so now I remember it better."

"Mm, that's irony for you." Rose teased, and the Doctor complained: "I'm throwing away that manual."

"All right you lot, focus." Donna chided.

"Right, yes." The Doctor said as he moved on quickly, calling: "Martha, keep that level."

Martha looked down and readied herself as the Doctor added happily: "So as I was saying, the Tardis was missing other pilots. But not any more. Jack, there you go."

He pointed at the console as he told the good Captain: "Steady that. Now we can fly this thing."

He paused as he reached the other side of the console and faced the last remaining person on the Tardis.

"No, Jackie." He muttered, and Jackie raised a brow. "No, no. Not you. Don't touch anything. Just stand back."

Jackie just gave him an annoyed look, but moved away while the Doctor rambled on as he walked around the console: "Like it's meant to be flown."

He headed back to Lily as he finished: "We've got the Torchwood Rift looped around the Tardis by Mister Smith, and we're going to fly Planet Earth back home."

He stopped beside his girlfriend, looking at all his companions, and he said lightly: "Right then. Off we go."

He pressed a button as Lily pulled the last lever, and the Tardis flew off in a much calmer manner than it ever had while the Doctor was driving, dragging the Earth behind it as it used the Torchwood Rift to tow the Earth back out of the Cascade and to its normal Earth position.

Donna, the New Doctor, and Lily moved back from the console, no longer needed, and instead walked about guiding the companions to help drive the Tardis to safety as the Doctor watched contently.

"Push." The Doctor told Rose, pointing to the right button, while the New Doctor showed Sarah Jane how to work a lever, and Lily stopped beside Martha to help her out and take a quick moment to chat and catch up. Jack was pumping a lever while pressing buttons beside them as Donna walked up, and the redhead took a moment to examine the Captain.

"That's really good, Jack" She said with a smile. "I think you're the best."

Jackie chuckled, while Lily rolled her eyes as Jack winked at Donna. Donna just grinned back cheekily as she moved to stand beside the New Doctor, the pair leaning against the wall as the Tardis landed the Earth in its proper place, and everyone began to cheer.

Martha hugged Lily excitedly, before letting go and hugging Donna as the redhead walked over to them. Lily beamed, and then laughed as the Doctor pulled her towards him. Rose was hugging Sarah Jane enthusiastically as Mickey high-fived Jack while Jackie squealed: "Good job!"

The group all ran about hugging each other enthusiastically, Lily hugging Sarah Jane, Mickey, and her aunt, while the New Doctor embraced Donna and then Rose. Jack meanwhile hugged Sarah Jane, but before he could hug Lily, Donna pulled him towards her, and finally gave him a hug herself while Lily laughed and hugged Rose before hugging the Doctor once more and he leaned down to give her a quick but passionate kiss amongst the celebrations.

* * *

The Tardis landed at last, and Sarah Jane stepped outside with a smile. Church bells rang in the distance as people went about celebrating the return to safety.

Sarah Jane smiled as she felt the wind blowing and the Sun shining down on her face, before glancing back as the Tardis door creaked and the Doctor stepped out behind her, his face unreadable.

"You know," Sarah Jane mused, "you act like such a lonely man. But look at you!"

She beamed as she said warmly: "You've got the biggest family on Earth."

The Doctor cracked a smile and as Sarah Jane opened her arms he hugged her tightly. She smiled, but the Doctor's face dropped just slightly as he hid it in Sarah Jane's shoulder.

They broke apart as Sarah Jane gasped: "Oh! Got to go."

She smiled as she cried: "He's only fourteen."

As the Doctor frowned a little and opened his mouth, Sarah Jane answered, already dashing off: "It's a long story. And thank you!"

She smiled and waved and the Doctor returned the gesture as she hurried off, his face dropping once more as he watched her go with that same unreadable expression on his face.

* * *

Inside the Tardis, Donna was phoning her family on her mobile while Jack and Martha talked quietly in the corner. Rose and Lily were also catching up quickly, the latter going beet-red as Rose teased her on the kiss she'd witnessed between her cousin and the Doctor.

"Rose-" Lily began in apology, but Rose shushed her as she smiled: "Don't apologize. I'm happy for you. Really, I am. And I realized it, oh ages ago, after Pompadour and the Wire. Remember that?"

Lily nodded slowly, wondering what the Wire had anything to do with it, while Rose continued "I saw - after we thought we'd lost the Doctor in France - I saw then that you loved him. But in London 1953…"

She smiled a little, and Lily frowned in confusion before she blinked as Rose reminded: "He ran to you, Lils. After he beat the Wire, he ran to check on you, not me. That's when I realized he loved you, too."

Lily could only blink uncertainly, and she said a little apologetically: "Rose, I-"

"I said don't apologize." Rose chuckled, before she leaned over to hug her cousin, sighing contently as she murmured: "I learnt to deal with it a long time ago. I'm just so glad I could make it back to you two."

Lily smiled, hugging her cousin back but a look of sorrow crossed her face while Rose couldn't see.

Someone cleared his throat beside them and the two young women broke apart to see Mickey waiting, a small smile on his face as he glanced at Rose and then at Lily.

"Mickey Smith." Lily smiled, and Mickey smiled as he opened his arms out.

Lily hugged him back, and Mickey murmured: "I'm going to miss you, Lily."

She nodded, hugging him tighter for a moment as she murmured: "I'll miss you too, Mickey. So much."

He nodded, knowing nothing else needed to be said. She knew… and more importantly, she understood.

* * *

"I told you," the Doctor scolded as he soniced Jack's vortex manipulator, "no teleport."

Jack just smiled wryly as the Doctor finally let him go, sharing it with Lily as the Doctor turned and added sternly to his other former companion: "And, Martha, get rid of that Osterhagen thing, eh? Save the world one more time."

"Consider it done." Martha smiled, and Jack chuckled before he and Martha saluted the Doctor.

The Doctor raised a brow but then smiled as he returned the gesture. Martha laughed, while Jack grinned before he leaned over and hugged Lily.

"You look after him for me, Lily Tyler." He joked, and Lily answered with a smile: "Consider it done, Captain."

Martha smiled as Jack let go of the brunette, before she hugged Lily as well.

"Good luck, Martha." Lily murmured, and the former companion answered with a wide smile: "And you."

They broke apart with smiles all around, Jack and Martha nodding at the couple in farewell as they turned away. Lily reached out and took the Doctor's hand, squeezing it comfortingly. He squeezed back, not needing to look down at her to know she understood what he was feeling as they watched the other two walk away.

Jack was saying to Martha: "You know, I'm not sure about UNIT these days. Maybe there's something else you could be doing?"

Lily chuckled while the Doctor cracked a smile, when the Tardis door creaked open behind them and Mickey came out, walking passed the couple with a wave of his hand.

"Oi, where are you going?" The Doctor called, and Mickey grinned as he paused to look back at them.

"Well, I'm not stupid." Mickey answered. "I can work out what happens next. And hey, I had a good time in that parallel world, but my gran passed away."

Lily's eyes dimmed, but Mickey smiled at her as he said contently: "Nice and peaceful. She spent her last years living in a mansion. There's nothing there for me now."

He raised his brows pointedly at the couple's entwined hands, and the Doctor's face softened as he asked: "What will you do?"

"Anything." Mickey smiled. "Brand new life."

The Doctor's face was filled with sorrow, but Mickey grinned as he teased: "Just you watch. See you, boss."

He smiled at Lily, who grinned back though it was also sad as Mickey said cheerfully: "We've said our goodbyes, Lily. Twice now."

"See you around, Mickey." Lily said softly, and he grinned cheekily: "Not if I see you first."

And with a last wave at the pair, he turned and ran to catch up with Martha and Jack, calling: "Hey, you two!"

The Doctor watched with those same sad eyes while Lily cracked a small smile as they saw Jack and Martha turn to meet Mickey, Jack joking: "Oh. Thought I'd got rid of you."

The Doctor also smiled a little as he turned back to the Tardis, leading Lily with him inside as they parted with the trio. And Lily knew, as they did, that it would be the last time she saw them.

As they walked inside, the Doctor murmured: "Just time for one last trip."

Lily's face saddened once more as the Doctor let go of her hand, moving to the console as he said with a glance at Rose and the New Doctor: "Dårlig Ulv Stranden."

The New Doctor glanced at him while Rose looked between them in confusion as the Doctor murmured softly: "Better known as…"

* * *

The Tardis materialized on Bad Wolf Bay, and the New Doctor and Jackie stepped out first.

Lily could hear Jackie moaning: "Oh, fat lot of good this is."

Rose stepped out behind her mother as Jackie griped: "Back of beyond."

Lily and Donna stepped out after Rose, the Doctor bringing up the rear as Jack continued to complain: "Bloody Norway?

She turned to Rose as she sighed: "I'm going to have to phone your father. He's on the nursery run. I was pregnant, do you remember?" She asked the New Doctor. "Had a baby boy."

"Oh, brilliant." The New Doctor replied as Lily joined them slowly. "What did you call him?"

"Doctor." Jackie answered and Lily blinked.

The New Doctor also blinked in surprise, before he asked in disbelief: "Really?"

"No, you plum." Jackie laughed. "He's called Tony."

Jackie smiled at Lily, who had brightened up at the name.

"Oh, Aunt Jackie…" Lily smiled softly, and Jackie chuckled while the New Doctor looked between them curiously.

"What?" He asked, and Jackie explained: "We named him after Pete's deceased younger brother – Lily's dad."

The New Doctor's eyes widened in surprise, while Lily said softly: "Thanks, Aunt Jackie."

"It's nothing, dear." Jackie answered with a small smile, before she hugged her niece tightly, knowing it was goodbye once again. And this time… for good.

"Hold on," Rose interrupted, turning to the Doctor, "this is the parallel universe, right?"

"You're back home." The Doctor told her as he and Donna stepped forward.

"And the walls of the world are closing again," Donna added, "now that the Reality Bomb never happened. It's dimensional retroclosure."

The New Doctor cracked a grin while Lily walked forwards towards Donna slowly, watching the redhead sadly as Donna said softly: "See, I really get that stuff now."

The Doctor simply nodded, before glancing over as Rose protested: "No, but I spent all that time trying to find you. I'm not going back now."

Her voice broke a little, and Lily's eyes saddened.

"But you've got to." The Doctor said, stepping forwards until he was right in front of her, while Lily joined Donna behind the Doctor. "Because we saved the universe, but at a cost."

The Doctor's eyes flickered to the New Doctor as Lily bowed her head.

"And the cost is him." The Doctor said bitterly. "He destroyed the Daleks. He committed genocide. He's too dangerous to be left on his own."

"You made me." The New Doctor snapped, hurt.

"Exactly." The Doctor bit back, and Lily winced at his bluntness.

"You were born in battle, full of blood and anger and revenge." The Doctor's eyes flicked to Rose as he spoke, and her face flooded with sorrowful understanding.

"Remind you of someone?" He asked, raising his eyebrows at Rose, who turned away, blinking back tears.

"That's me, when we first met." The Doctor said gently, and Rose looked at him with eyes shining with tears.

"And he needs you." The Doctor urged, and Rose turned her head away again, sniffing away her tears as she refused to accept what the Doctor was saying.

"Rose," he said gently and she looked at him, "he is me, from then."

He nodded at the New Doctor, when Donna interrupted gently: "But it's better than that, though." She looked at Rose kindly. "Don't you see what he's trying to give you?"

Rose frowned, confused, and Lily smiled a little.

"Tell her." Donna told the Doctor softly, but he hesitated.

"Go on." Lily encouraged the Doctor… both the Doctors. The Doctor didn't reply, so his counterpart took over.

"I look like him," the New Doctor said softly, "and I think like him. Same memories, same thoughts, same everything."

He paused, glancing at Lily once briefly, and Lily nodded at him.

"Except… " The New Doctor finished quietly, looking right at Rose once more. " for two things."

Rose's frown deepened, before she blinked as the New Doctor admitted slowly: "The first… when Lily touched Donna as I was being born, she passed on her strongest traits."

"Her heart." Rose repeated in confusion, and the New Doctor revealed quietly: "Yes, but something else got passed onto me through Donna. I got the strongest emotion she held. Her love for the Doctor…"

Rose frowned, but the New Doctor finished softly: "And her love for you, her family."

Rose blinked as the New Doctor admitted: "It's the strongest feeling at my core now. Together with his old feelings," he nodded at the Doctor, "I'm… basically, I can never stop loving you."

Rose gaped at him, taken aback, before she swallowed. Lily could see her cousin struggling, because while Rose had come to terms with the Doctor and Lily, she had never really stopped loving the Doctor. _Her_ Doctor. The Doctor she'd fallen in love with. And now, here he was, standing before her once more… and yet, she felt it like it wasn't him.

"Tell her what else." Lily told the New Doctor gently, and Rose glanced at her and then back at the New Doctor.

"The second difference," the New Doctor said hesitantly as Rose waited, "I've only got one heart."

"Which means?" Rose asked, though a flicker of hope sprang up inside her.

"I'm part human." The New Doctor admitted. "Specifically, the aging part. I'll grow old and never regenerate. I've only got one life, Rose Tyler."

He paused before he added in a half pleading voice: "I could spend it with you, if you want."

Lily swallowed, as Rose stared at him.

"You'll grow old at the same time as me?" She asked, a smile starting to form.

"Together." The New Doctor agreed.

Rose stepped closer, and slowly lifted her hand to the New Doctor's chest, hearing the single heartbeat. Lily smiled sadly as she watched them, when the Tardis engines revved.

"We've got to go." The Doctor said urgently. "This reality is sealing itself off for ever."

He turned to leave, grabbing Lily as she hesitated seeing Rose's face.

"No." Rose said desperately, chasing the Doctor.

The Doctor turned around as Rose said tearfully: "This doesn't change anything. I still care so much about you both, you're my best friends, and I _can't_ lose you both again."

"I'm sorry, Rose." Lily said softly, letting go of the Doctor's hand and taking Rose's hands in both of hers. "But I can't stay in this reality. I didn't come here with you."

"I know." Rose argued. "And your place is with the Doctor," a strange look crossed the Doctor's face at that but neither girl saw, "and I wouldn't ask you to leave that. But let me come with you two."

She begged, a tear rolling down her cheek, but Lily shook her head sadly.

"Rose, you're needed here." Lily said sadly, her heart heavy though she could only let Rose know about one reason as to why.

"I'd love to have you with us, of course I would. You're my best friend, too. But Aunt Jackie's here," she nodded at her aunt who gave her a sad smile, "and now… now, you've got the best chance at happiness."

Her eyes flickered to the New Doctor and Rose's face fell.

"He needs you, and he's got to stay here." Lily said softly but her decision was clearly firm.

Another tear rolled down Rose's cheek, and Lily kissed her cousin's cheek in farewell.

"I'm glad I got to say goodbye this time, Rose." Lily whispered and Rose choked on a sob.

"Love you, Lils." Rose said as she hugged her cousin, and Lily swallowed her own tears.

"Love you too. Bye, Rosie."

Lily pulled away gently, and Rose fixed her gaze on the Doctor.

The Doctor gave her a tiny smile and he replied quietly: "Goodbye, Rose Tyler."

Rose choked as the Doctor turned away, taking Lily with him as they entered the Tardis. Lily looked back until the last moment just in time to see the New Doctor step up beside Rose. He hugged her gently to his side, and when Rose glanced up at him he leant down.

The Tardis door shut behind them before the New Doctor kissed Rose, but Lily was satisfied that her cousin would be in safe, loving hands. That was the least Rose deserved.

What none of them knew was that Rose had turned when she heard the Tardis engines start, and she screamed desperately at the disappearing Tardis: "You take care of her, Doctor! You look after my cousin, or I swear I'll come find you again and make you pay!"

Her shoulders heaved with sobs as the Tardis vanished forever, taking two of the people she loved away with it.

She glanced up when a gentle hand settled tentatively on her shoulder, and she had to give a watery smile at the man staring down at her with anxious brown eyes. His lips curved up in a small smile of his own and the group turned away from the empty spot where the Tardis had been seconds before.

It was time to live in the present, and as they walked away, Rose's hand entwined with the hand of the man beside her.

* * *

Donna looked at between the Doctor and Lily, before trying to lift the mood.

"I thought we could try the planet Felspoon." She announced, her hands clasped behind her back. "Just because."

The Doctor nodded at her sadly, gazing at Lily glumly.

"What a good name, Felspoon. Apparently, it's got mountains that sway in the breeze. Mountains that move. Can you imagine?" She asked Lily, who managed a weak smile at her.

"And how do you know that?" The Doctor asked quietly.

"Because it's in your head. And if it's in your head, it's in mine." Donna said smartly, and Lily's gaze saddened.

"And how does that feel?" The Doctor asked Donna.

"Brilliant! Fantastic! Molto bene!" Donna cried out, her words getting faster and faster.

"Great big universe, packed into my brain. You know," she turned to face the Doctor, "you could fix that chameleon circuit if you just tried hotbinding the fragment links and superseding the binary, binary," Lily's eyes widened, "binary, binary, binary, binary, binary, binary, binary, binary, binary, binary, binary, binary."

Donna gasped, and the Doctor stood up straighter, staring at her intently.

"I'm fine." Donna said with a smile while Lily stared at the woman, tears slowly starting to fill her eyes.

"Nah, never mind Felspoon." Donna said quickly. "You know who I'd like to meet? Charlie Chaplin. I bet he's great, Charlie Chaplin. Shall we do that?"

She was speaking faster and faster again.

"Shall we go and see Charlie Chaplin? Shall we?" She picked up the phone, miming calling the man, before slamming it down again as she continued speeding through her words, "Charlie Chaplin? Charlie Chester. Charlie Brown. No, he's fiction. Friction, fiction, fixing, mixing, Rickston, Brixton."

Donna gasped again, this time bending over in pain. Lily steadied the woman, her previous fears confirmed without a doubt, as Donna continued to gasp in pain, clutching her head.

"Oh, my God." Donna moaned, and Lily looked up helplessly at the Doctor as he approached.

"Do you know what's happening?" He asked in a low voice, and Donna lifted her head slowly.

"Yeah." She whispered, shaking a little.

"There's never been a human Time Lord metacrisis before now." The Doctor said quietly, and Donna looked at him, tears glistening in her eyes.

"And you know why." He said gently.

"Because there can't be." Donna said flatly. She sniffed, blinking away the tears as she pushed away from Lily.

"I want to stay." She said firmly, and the Doctor leaned over, next to her.

"Look at me." He said softly, but Donna looked resolutely away.

"Donna, look at me." He begged, and she finally turned to stare him straight in the eye.

"I was going to be with you forever." She whispered. "Both of you."

Her voice broke and Lily bit her lip as she fought back her tears.

"I know." The Doctor whispered back, tears glistening in his eyes too.

"The rest of my life," Donna continued, speaking slowly as she suppressed tears, "travelling in the Tardis. The Doctor Lily Donna." She joked with an attempt at a smile.

The Doctor looked at her sadly as Lily sniffed, unable to stop herself. Donna suddenly gasped in realization as she read something in the Doctor's mind.

"No. Oh my god. I can't go back." She backed away from him as the Doctor stepped to stand before her.

"Don't make me go back." She pleaded as he grabbed her shoulders gently. "Doctor, please, please don't make me go back. Lily, stop him."

The tears started to fall down Lily's face as the Doctor murmured softly: "Donna. Oh, Donna Noble. I am so sorry."

Donna's tears fell as she stared at the Doctor, silently continuing to beg.

"But we had the best of times." The Doctor tried to comfort her.

"No." Donna whispered, shaking her head.

"The best." The Doctor whispered, and Donna's head lowered as she cried.

"Goodbye." The Doctor whispered and Donna said quickly: "No, no, no. Please." She begged as the Doctor raised his hands to her temples.

Lily bowed her head, her tears falling thick and fast.

"Please. No. No." Donna stopped talking suddenly as the Doctor began to wipe her mind.

"No!" Donna cried before passing out cold into the Doctor's arms. Lily's shoulders heaved as she cried while they stood in silence.

*A/N Nooo Donna! And I will admit I'm not entirely happy with what I did with Rose and the New Doctor, but I couldn't think of a better, somewhat believable reason for her to stay and choose the New Doctor. Please let me know what you thought, and as always thanks for reading!


	121. 42-5 Goodbye, Doctor

The Doctor barely managed to drag Donna to the door, stumbling with her onto the doorstep while Lily knocked on the wood urgently.

"Donna?"

They heard a boisterous voice cry from inside, and the door opened as Wilfred looked out gleefully.

He stopped when he saw Lily's face, his face falling as the Doctor begged from below where he was kneeling, holding Donna: "Help me."

"Donna?" Wilfred asked, his voice barely coming out as he bent over his beloved granddaughter. "Donna?"

* * *

Together, the two men managed to lay Donna on her bed, Lily sobbing in the living room while Sylvia tried to both comfort the girl and find out what was wrong with her daughter.

"Will she be alright?" Wilfred asked anxiously as he and the Doctor quietly as they stood above the sleeping Donna.

"She will. I'll explain it downstairs." The Doctor answered tensely.

Wilfred nodded and he asked worriedly: "And Lily? Is she all right?"

The Doctor nodded and he muttered: "I'm taking her home after this."

Wilfred started, staring at the Doctor in dismay.

"Will she want to?" He asked, and the Doctor stayed silent for a moment.

"She can't stay, not after this." The Doctor murmured, looking down at Donna. Wilfred left the room, shaking his head with all the information, and the Doctor followed a moment later.

* * *

 **"** She took my mind into her own head." The Doctor explained to the Nobles as they sat in the sitting room, Lily still shaking with silent sobs. "But that's a Time Lord consciousness. All that knowledge, it was killing her."

Wilfred frowned.

"But she'll get better now?" He checked worriedly.

"I had to wipe her mind completely." The Doctor admitted. "Every trace of me, or the Tardis, anything we did together, anywhere we went, had to go."

Wilfred stared before he said mournfully: "All those wonderful things she did."

Lily shuddered and the Doctor glanced at her, before wrapping an arm around her in comfort.

"I know." The Doctor murmured, looking back at Wilfred as he continued seriously. "But that version of Donna is dead."

Lily sobbed and the Doctor's grip tightened.

"Because if she remembers, just for a second, she'll burn up." He warned the Nobles. "You can never tell her. You can't mention me, or Lily, or any of it for the rest of her life."

Wilfred's eyes teared up as he stared at them sadly while Sylvia said doubtfully: "But the whole world's talking about it. We travelled across space."

Lily sniffled as the Doctor replied: "It'll just be a story. One of those Donna Noble stories, where she missed it all again."

"But she was better with you." Wilfred cried softly.

"Don't say that." Sylvia scolded, shocked but Wilfred argued: "No, she was." He cried, looking at Sylvia with a scowl as he worked to keep his sorrow at bay.

"I just want you to know," the Doctor interrupted, "there are worlds out there, safe in the sky because of her. That there are people living in the light, and singing songs of Donna Noble, a thousand million light years away. They will never forget her, while she can never remember."

Lily sobbed as the Doctor paused.

"And for one moment," his voice broke but he continued, "one shining moment, she was the most important woman in the whole wide universe."

"She still is." Sylvia said defiantly, tears in her eyes. "She's my daughter."

The Doctor looked at her, Lily unable to as she continued to cry softly.

"Then maybe you should tell her that once in a while." He told her, and Sylvia looked shocked at that.

She opened her mouth, when suddenly the door was flung open and Donna walked in.

"I was asleep on my bed in my clothes, like a flipping kid!" She cried, frowning.

"What do you let me do that for?" She asked her mother and grandfather before punching buttons on her phone.

She finally noticed the Doctor and Lily, and greeted dismissively as she checked her phone: "Don't mind me. Donna."

The Doctor took a deep breath and stood, while Lily tried to stop crying.

"John Smith." He said with a forced smile, reaching out to shake her hand.

Donna barely looked up from her phone as Sylvia said, giving the Doctor a look: "Mr. Smith was just leaving."

"My phone's gone mad." Donna declared, ignoring them. "Thirty two texts. Veena's gone barmy." She laughed derisively.

"She's saying planets in the sky. What have I missed now? Nice to meet you." She said to the Doctor, not even noticing Lily hadn't greeted her, as she left the room.

There was a brief silence as the smile left the Doctor's face while another tear ran down Lily's face and Sylvia said softly: "As I said, I think you should go.

The Doctor nodded grimly, helping Lily up. Lily kept her head lowered, not making eye contact with anyone while the Doctor looked at Wilfred briefly. The old man stared at him sadly, and the Doctor broke his gaze, looking down.

They walked slowly into the kitchen, where Donna was babbling in her old coarse voice: "How thick do you think I am? Planets."

She laughed dismissively, looking exactly as when they'd first met her. "Tell you what that was, dumbo. That's those two for one lagers you gets down the offy because you fancy that little man in there with the goatee. Ha ha! Yes, you do. I've seen you."

"Donna?" The Doctor interrupted.

"I was just going." He said, and she looked at him blankly.

"Yeah, see you." She said quickly and began to turn away.

"Donna." Lily said softly. The woman looked at her annoyed, and Lily swallowed.

"Goodbye." She said softly.

Donna blinked at her before saying with a shrug: "Yeah, see you, as well."

Lily bit her lip as tears threatened once more. She watched her friend turn away, dismissing their final farewells as she continued to gabber into her phone: "I tell you what though, you're wasting your time with that one, because Susie Mair…"

The Doctor gently led Lily with him, the pair turning away from Donna for the last time. Wilf followed them as the couple walked silently down the hallway and out the front door, Lily trying and failing to wipe her tears away as more simply fell down.

* * *

It was pouring rain as the Doctor and Lily stepped outside, and the Doctor glanced up at the heavy rain as they paused in the doorway.

"Ah." The Doctor murmured. "You'll have quite a bit of this. Atmospheric disturbance. Still, it'll pass." He glanced briefly at Lily, and then at the house. "Everything does."

He looked at the old man standing in the doorway with them and straightened just a little.

"Bye then, Wilfred." He murmured, and Lily mumbled as well: "Bye, Wilfred."

They turned to leave, not wishing to stay any longer, when Wilfred called after the man: "Oh, Doctor?"

The Doctor stopped, turning to him in the rain. Lily also paused, but Wilfred waved the girl on, out of the rain. Lily entered the Tardis alone while the Doctor waited for Wilfred to speak. The old man sighed, thinking about what the Doctor had said.

"What about you now? Who'll you have?" He whispered, glancing at the Tardis where Lily was.

"I mean, all those friends of yours." He added, and the Doctor sighed.

"They've all got someone else." The Doctor murmured. Wilfred raised his eyebrows, nodding towards the Tardis.

"She'll find someone someday, too." The Doctor muttered before he straightened.

"Still," he said with a forced smile, "that's fine. I'm fine."

Wilfred sighed.

"I'll watch out for you, sir." The old man promised, and the Doctor looked at him sharply.

"You can't ever tell her." He warned, gesturing to the house.

"No, no, no." Wilfred agreed, shaking his head.

"But every night, Doctor," he said, looking at the man who'd saved his granddaughter, "when it gets dark, and the stars come out, I'll look up on her behalf. I'll look up at the sky, and think of you. Of both of you." He added with unshed tears in his eyes as he nodded at the Tardis.

"Thank you." The Doctor whispered.

He turned and, completely soaked, squelched towards the Tardis. He disappeared inside, and Wilfred saluted at it as the Tardis dematerialized.

* * *

Lily was still crying, sitting on the steps leading up to the Tardis console. The Doctor landed them somewhere, before turning to face her with a heavy heart. He slowly went down the stairs, removing his soaking jacket as he settled down next to the sobbing girl. He looked at her, taking her in as she finally quieted down, wiping her eyes.

Her hair was longer again, he noted- probably from all that time travelling with him. She hadn't had time to get a haircut. She was also thinner- probably also from travelling with him. So much running, and often no time to eat as they were whisked into a new adventure.

"I'm going to miss her."

The Doctor was startled out of his thoughts as she spoke. He blinked, but she wasn't looking at him, staring ahead.

"Donna." Lily added, catching the Doctor's confusion even without seeing his face.

"She was a great woman. I just…" She breathed, before looking the Doctor in the eye. "I just can't believe she changed right back to how she was, before."

"That'll be because-" the Doctor began but Lily cut him off, saying gently: "I know why."

She took a deep breath before her intelligent hazel eyes pierced his brown ones. "And I know what you're thinking right now."

The Doctor dropped his eyes as she continued: "And no, I'm not leaving you."

"Lily…" the Doctor said gently but she carried on: "I know how you think, Doctor. Bet you told old Wilfred, and that's why he was looking at me so guiltily."

The Doctor averted his gaze.

"You're a man with so many regrets in life. And we both know what could've happened to Donna is worse than death. And I know you're worrying it could happen to me, that I might've been infused as well. That it's just waiting for a spark, like with Donna."

He sighed. She was definitely not going to make this easy.

"And I want you to know," Lily said, her voice getting stronger and fiercer, "I don't care about that. There was always the risk that something might happen, I knew that from the start."

"But this is different." He interrupted quietly. "This isn't just about the possibility of danger, what happened with the metacrisis is..."

He sighed and there was a brief moment of silence as Lily watched him with glazed eyes.

"Lily, I can't let you stay." The Doctor said quietly at last.

"You can't make me leave you." She said firmly and he replied in a low voice: "I can, and I have to."

"You don't!" She cried, jumping up and turning to stare down at him.

He simply stood as well as she continued. "You say you can't let me stay, but I can't leave you. Especially not now, not after that with Donna. Not ever!" She said in anguish, staring pleadingly up at the Doctor.

He shook his head as he pointed out, his voice cracking: "Lily, I can't let anything happen to you. And look how close you came this time; even without the metacrisis, you could've been killed inside the core… I won't be able to live with myself if you died."

"I'm human, I'll die sometime. Why not with you?" She demanded and he shook his head again.

"I wouldn't be able to face myself again if I had to see you die." He said quietly.

"What, so it's okay if I just do it quietly on Earth?" Lily cried, and he shook his head.

"It would be better than if you were killed because of me." The Doctor answered softly. "And we don't even know what effect touching the metacrisis could have had on you. I can't take that risk, Lily. I can't."

"I'd rather take that risk, than have you leave me on my own." Lily replied heatedly, and the Doctor tried, his throat tight: "You won't be alone. You'll find someone you can care for-"

"Don't'!" Lily clasped her hands over her ears, brow furrowing as she fought tears. "Don't you dare finish that sentence!"

"Lily." the Doctor said gently, pulling her hands away and holding them in his own. "Listen to me. I know it's hard, and it will continue to be hard for a while, but you're still young-"

"Don't patronize me." She snapped but he went on, ignoring that: "-and you'll move on, and I'll just become a good memory, stories to tell the kids someday."

A tear fell down her cheek as she stared at him.

"But I love you." She whispered, hurt.

"I know." The Doctor answered as he leant his forehead against hers, closing his eyes against his own tears.

"Reinette once said," Lily continued, and the Doctor opened his eyes, "it's worth the monsters for an angel."

Lily gazed at the Doctor, and his face fell.

"I'm no angel." He whispered, and Lily nodded.

"No, you're not." She agreed. "You're the Doctor."

Her shoulders slumped, and she shook with repressed sobs.

"My Doctor." She whimpered and the Doctor reached out to her.

He pulled her into a tight embrace, holding her close as she sobbed into his shoulder. She wrapped her arms around the man, not caring that he was soaking wet, holding him tight as the tears flowed thick and fast.

"Don't do this. Don't leave me on my own. Please don't make _me_ leave _you_ here, alone." She begged softly and he shuddered.

Pulling back slightly, he looked straight into her hazel eyes, remembering every loving look she'd given him as she gazed up at him with tearful eyes.

"I love you." The Doctor said seriously before he leaned in and kissed her.

Lily didn't even have time to react before she felt her mind prickle, feeling as though it was on fire, and her heart stopped. She pulled away quickly, but his hands had already moved to her temples to complete the process.

"No." Lily gasped, never having expected him to do _this._ She'd expected him to leave her somewhere and then take off before she could catch him, as he had done with many companions before, but this… this was cruel.

"I'm so sorry." He whispered as Lily cried.

"No!" Lily shouted, struggling to get away from his grip.

But it was too late. And the Beast from the Satan pit's words, so long ago, finally came true.

' _You will also be lost to the man called Doctor, erased by his own hand'._

Lily's world began fading to black as the Doctor wiped her memories of the worlds they'd travelled to together, of the times they'd spent together, of how they'd laughed and how they'd kissed… of her memories of him.

She struggled to stay conscious as she stared up at him, desperately trying to hold onto him but it was in vain.

"Doctor…" She breathed, and then her eyes slid closed and she fell into the darkness, the Doctor slipping away from her mind's grasp.

The Doctor held her close as she collapsed, out cold. He allowed the tears to finally flow freely as he gazed down at the girl who'd grown into a young woman now, the young woman he'd fallen in love with. His Lily Tyler.

His hearts broke as he kissed her forehead, before he picked her up gently and stepped out of the Tardis and into her room. He kept his eyes on her, trying to make the moment last even one second longer before he lay her gently onto her bed.

He stayed there for a moment, taking in all her features, trying to memorize every detail.

Her dark locks framing her oval face, tears still glistening on her cheek, her brows- so often creased in thought- now relaxed as she breathed quietly, her eyes closed and hiding the bright hazel eyes that he knew to shine with curiosity and love, her pink curved lips that would smile at him. Every detail perfect, at least in his eyes.

The Doctor leaned in and kissed her one last time before he finally stood up. He glanced at her for the last time before he went into the Tardis. The Tardis wheezed and whooshed as it disappeared, leaving behind the one girl the Time Lord had so often wished to never have to leave behind.

* * *

Lily stared out the window. It was raining again, and she intently observed the little streaks the rain made on her windows. It had been a week since she'd woken up in bed, unsure of how she'd gotten there - and wet too - and why she didn't seem to remember the past two years.

All she knew was, she'd woken up and found out that Aunt Jackie, Rose, and Mickey had all apparently died in an accident one year ago. Something about aliens in Canary Wharf, apparently. Although why Jackie, Rose and Mickey had been at Canary Wharf at all was beyond her.

Her psychiatrist had suggested that perhaps the strain had been too much, hence she'd erased the past two years from her mind. After all, Lily had been missing for over the entire year since the incident had occurred.

The woman suggested that perhaps Lily try to get away and spend some time someplace new, to let time heal her mind, and hopefully her memories would return to her.

But Lily couldn't shake the feeling that something was wrong.

If there was trauma from the last year, why would she choose to forget the last _two_ years? And if it was because remembering Rose and Jackie was painful, why could she remember all the other details of their lives from before 2006?

She also couldn't help but feel as though she was forgetting something more, someone much more important. But whenever Lily tried to think about it, her mind shied away and it escaped her. Like there was a shadow in the periphery of her mind, dancing along the edges to some faint, dangerous melody.

She glanced around her apartment once more, then back out the window at dreary old London, and made her decision.

Lily went and grabbed her laptop, typing away. After several hours of searching and calling her university, travel agents, and locals, she closed it, satisfied as she printed off her tickets. She left them on the table as she went off to pack. She was going to take the one piece of advice that had been helpful from her psychiatrist.

She was going off to spend her last semester of college in the country. She'd just finished arrangements for interning at a local hospital to gauge her interest in medicine (where that had come from she wasn't sure but she was just going to trust her gut on this) and attending local lectures to make up for missed classes.

Not that she really needed it - technically, Lily could have graduated two years ago. She was only missing her final credits when she'd suddenly disappeared. The only reason the university allowed her back was because they sympathized with her trauma-induced amnesia… and because her professors had recommended her.

She grinned as she went back into the kitchen, grabbing the papers. She paused as she looked down at them for a moment.

' _Too late to regret it now.'_ She thought; but something in her heart told her she wouldn't regret her choice as she stared down at the ticket, re-reading the destination: Leadworth.

*A/N Thank you to everyone for reading! I've already started working on the sequel (in case the last part wasn't a big enough hint!) and I'll start posting it _soon_. Thank you for sticking this one out until the end, and I hope you enjoyed it as much as I enjoyed writing it. Goodbye for now, and hope to see you again in the next story!


	122. Epilogue, and Preview of sequel!

_1 January 2005_

"I'm late now." Rose grumbled crossly as she, Lily and Jackie walked through the snow. "I've missed it. It's midnight. Mickey's going to be calling me everything. This is your fault."

"No, it's not." Jackie protested while Lily sighed. "It's Jimbo. He said he was going to give us a lift, then he said his axle broke. I can't help it."

"Get rid of him, Mum." Rose complained. "He's useless."

"Listen to you, with a mechanic." Jackie countered, before adding: "Be fair, though. My time of life I'm not going to do much better."

They stopped walking, both of the younger girls turning the older woman indignantly.

"Don't be like that." Rose told her mum softly. "You never know. There could be someone out there."

"Someone good enough for you, Aunt Jackie." Lily agreed. "Someone like Uncle Pete."

"Maybe, one day." Jackie grumbled, but she had to smile at her two girls, and then her eyes sharpened on Lily.

"Oh, if you'd just make up your mind and live up to your potential, Lily." She complained. "Rose, she's daft like me," Rose frowned indignantly, "but you've got your mum's brains! You could do whatever you wanted, get any guy you wanted."

She nudged her niece, and Lily laughed, shaking her head.

"Maybe this year, Aunt Jackie." She laughed, and Jackie scoffed: "Yeah, right. Heard that one before. 'I just want to see more of the world before I decide'. At this rate, you're not going to get married either."

"Lay off, mum." Rose chuckled and Jackie smiled.

"Happy New Year." Jackie greeted them as she turned and walked off, and Lily called: "Happy New Year!"

"Happy New Year!" Rose agreed, and then added: "Don't stay out all night."

"Try and stop me." Jackie tossed back as the two girls walked off in a different direction.

"Right, missy," Rose said cheerily to her cousin, "you're finally legal to join us at the bar for drinks on New Year's!"

"Oh, shut up, you're only a year older!" Lily laughed as they walked arm in arm, when a man's groan of pain came from behind them.

They paused, turning back to look in concern to see a tall man in a long brown overcoat leaning against the wall of a closed shop at the entrance. He was hidden mostly in the shadows, the street light not falling quite far enough to reveal his face, but both of them could see enough to guess he was in quite some pain.

"You all right, mate?" Rose called, and the man replied quickly: "Yeah."

"You sure? We could call a doctor for you." Lily said as she tried to get a better look at the man, but he answered softly: "No, it's all right. No need."

"Too much to drink?" Rose asked as she and Lily dithered by the street lamp, and the man answered: "Something like that."

"Well, maybe it's time you went home." Rose laughed, and Lily added cheerfully: "Wouldn't want the people who care about you to worry, not today."

"Yeah." The man answered lightly, and Lily smiled while Rose greeted: "Anyway, Happy New Year."

"And you." The man agreed.

Lily nodded and the two girls were about to walk on, when the man called: "What year is this?"

They looked back in surprise, and Lily laughed while Rose asked: "Blimey, how much have you had?"

The man shrugged a little, and Lily smiled: "2005, silly, January the first."

"2005." The man said thoughtfully, and both girls nodded.

"Tell you what." The man said suddenly. "I bet you two are going to have a really great year."

"Yeah?" Rose chuckled, and Lily smiled as she returned: "Well, I think you are too, mister."

The man chuckled, and the girls nodded as Rose called back: "See you."

She turned away as Lily waved one last time, greeting: "Happy New Year!"

* * *

The Doctor smiled as he watched Lily's face before she turned away, savouring every detail as she glanced back at him curiously one last time before she disappeared. He missed her so much, and he regretted leaving her. He truly did. But it was too late for those regrets now.

"Happy New Year, Lily." He murmured, before he gasped, clutching his chest in pain.

He forced himself to move, stumbling his way into the Tardis as his legs started to give out, his regeneration starting to take over now that all his goodbyes were over. He fell to the ground, clutching his chest as the pain consumed him, but he needed to get to the Tardis.

The Doctor winced as he lifted his head, before blinking blearily as he saw Ood Sigma standing just a few feet away. The Ood observed him, before he lit his translation ball and said softly: "We will sing to you, Doctor. The universe will sing you to your sleep."

The Doctor's jaw set as the most beautiful but sorrowful song drifted to his ears, and he could remember the time he, Donna, and Lily had met the Ood and heard them sing. Lily had cried then; would she have cried for him now if she could have seen him? His Lily.

No. He had done well to send her away, back to her normal life where she could live safely. If she'd been with him when the Master and the Time Lords had returned… And yet, despite the logic, his hearts continued to cry for the woman he'd lost.

The Doctor refused to look back as he painfully reached the Tardis, closing the door on the Powell Estate for the last time as the Oods' song continued to resonate inside him. He leaned briefly on the Tardis door, before he groaned as he moved to the console.

His hand started to glow, and he paused to stare at it. He was almost out of time. He turned his eyes away, moving to set the Tardis into orbit, away from where it may crash on Earth when he regenerated.

The Oods' song continued, and the Doctor stared around the empty Tardis, his hearts clenching painfully as he once again missed the one face that had mattered most. And as the pain in his body started to burn its way into his very cells, he whimpered: "I don't want to go."

But it was time, and as his whole body started to glow, the Doctor used the last of his energy to picture one face. Her face.

 _Lily._

And then he threw back his head, and the Tenth Doctor, Lily's Doctor, was gone in a burst of golden regeneration energy. Forever.

* * *

PREVIEW

 _April 2008_

"Mrs. Angelo?" Lily called as she walked into the house where she'd been staying for the past three months. "I forgot to ask if you needed…"

She paused in the doorway as everyone in the sitting room stared at her.

"…Milk." She finished slowly. She looked around and blinked.

"Amy?" She asked, curiously blinking at the embarrassed red-haired girl standing next to Jeff, wearing her kissogram police uniform.

"What're you doing here?" Lily asked before glancing at the young man in torn and ruined clothing sitting on the couch, staring at her in absolute shock. He looked to be in his late twenties with floppy brown hair, green eyes and a large chin.

She blinked, recognizing him.

The Doctor meanwhile stared at her. _Lily_. He had immediately taken in everything about her, cataloguing any the tiny changes. She didn't look much different from when he'd left really- same long dark hair, currently pulled back into a ponytail, same bright hazel eyes.

So, it hadn't been a long time for her then, since he'd left her behind. He'd say perhaps a few months, a year at most. And yet it seemed far too long ago.

He swallowed when he saw recognition dawn in her eyes.

"Doctor?" She asked, and his hearts stopped.

*A/N Hope you like it, and early Merry Christmas everyone!


	123. SEQUEL POSTED

I did promise the sequel soon! Did I surprise you all with how soon ;) ? But, I love Eleven as much as Ten, and too much to put off writing this. The sequel is called 'Through Space and Time', and can be found on my profile. Thanks again to all my readers, and a happy New Year to all!


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